Vipshop
Annual Report 2018

Plain-text annual report

Use these links to rapidly review the document TABLE OF CONTENTS VIPSHOP HOLDINGS LIMITED INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSTable of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-FVIPSHOP HOLDINGS LIMITED(Exact Name of Registrant as Specified in Its Charter)N/A(Translation of Registrant's Name Into English)Cayman Islands(Jurisdiction of Incorporation or Organization)No. 20 Huahai Street,Liwan District, Guangzhou 510370People's Republic of China(Address of Principal Executive Offices)Donghao Yang, Chief Financial OfficerVipshop Holdings LimitedNo. 20 Huahai StreetLiwan District, Guangzhou 510370People's Republic of ChinaTelephone: +86 (20) 2233-0000Facsimile: +86 (20) 2233-0111(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act:(Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934ORý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018ORo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ORo SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission file number: 001-35454 Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 116,395,883 Class A ordinary shares, parvalue US$0.0001 per share, and 16,510,358 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2018. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ý Yes o No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.o Yes ý No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.ý Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).ý Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o †The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.o Item 17 o Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o Yes ý No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.o Yes o No Title of Each Class Name of Each Exchange on Which RegisteredAmerican depositary shares, each representing 0.2 Class A ordinary shares, parvalue $0.0001 per share New York Stock ExchangeClass A ordinary shares, par value $0.0001 per share* *Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange.Large AcceleratedFiler ý Accelerated Filer oNon-AcceleratedFiler o Emerging Growth Company oU.S. GAAP ý International Financial Reporting Standards as issued by theInternational Accounting Standards Board o Other oTable of Contents TABLE OF CONTENTS iPART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 43 ITEM 4A. UNRESOLVED STAFF COMMENTS 80 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 80 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 106 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 120 ITEM 8. FINANCIAL INFORMATION 121 ITEM 9. THE OFFER AND LISTING 122 ITEM 10. ADDITIONAL INFORMATION 122 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 133 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 135 PART II. ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 136 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS 136 ITEM 15. CONTROLS AND PROCEDURES 137 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 138 ITEM 16B. CODE OF ETHICS 138 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 138 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 139 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 139 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 139 ITEM 16G. CORPORATE GOVERNANCE 139 ITEM 16H. MINE SAFETY DISCLOSURE 139 PART III. ITEM 17. FINANCIAL STATEMENTS 139 ITEM 18. FINANCIAL STATEMENTS 139 ITEM 19. EXHIBITS 140 Table of Contents INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, in this annual report on Form 20-F:•"active customers" refers to registered members who have purchased from us or our online marketplace platforms at least once during therelevant period; •"ADSs" refers to our American depositary shares, each of which represents 0.2 Class A ordinary shares; •"China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong, andMacau; •"cumulative customers" refers to all customers who had purchased products from us at least once during the period from our inception onAugust 22, 2008 to a specified date; •"daily unique visitors" or "monthly unique visitors" refers to the number of different IP addresses from which our Vipshop Online Platform isvisited during a given day or a given month, respectively; •a "registered member" refers to any consumer who has registered and created an account with us; •"Renminbi" or "RMB" refers to the legal currency of China, and "US$" or "U.S. dollars" refers to the legal currency of the United States; •"repeat customers" refers to, for a given period, any customer who (i) is an active customer during such period, and (ii) had purchased productsfrom us or our online marketplace platforms at least twice during the period from our inception on August 22, 2008 to the end of such period.Orders placed by a repeat customer during a given period include all orders placed by the customer during such period even if the customermade the first purchase from us in the same period; •"shares" or "ordinary shares" refers to our ordinary shares, which include both Class A ordinary shares and Class B ordinary shares, par valueUS$0.0001 per share; •"total orders" refers to the total number of orders placed during the relevant period, including the orders for products and services sold in ouronline sales business and on our online marketplace platforms, net of orders returned; •"Vipshop Online Platform" refers to our Vipshop App mobile application and our vip.com website; and •"we," "us," or "our company" refers to Vipshop Holdings Limited and its subsidiaries and consolidated affiliated entities. Effective November 3, 2014, we changed our ADS to Class A ordinary share ratio from one ADS representing two ordinary shares to five ADSsrepresenting one Class A ordinary share. The computation of U.S. GAAP and non-U.S. GAAP income per diluted ADS has been adjusted retrospectively for allperiods presented to reflect this change. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this annual report were made at RMB6.8755 to US$1.00, the noon buying ratefor December 31, 2018 as set forth in the H.10 statistical release of the Federal Reserve Board. We make no representation that the Renminbi or U.S. dollaramounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or atall. The PRC government restricts the conversion of Renminbi into foreign currency and foreign currency into Renminbi for certain types of transactions. OnApril 12, 2018, the noon buying rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.7039 to US$1.00.1Table of Contents PART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATIONA.Selected Financial Data Selected Consolidated Financial Data The following selected consolidated statements of income data for the three years ended December 31, 2016, 2017, and 2018 and the selectedconsolidated balance sheet data as of December 31, 2017 and 2018 have been derived from our audited consolidated financial statements included elsewherein this annual report. The selected consolidated financial data should be read in conjunction with our audited consolidated financial statements and relatednotes and "Item 5. Operating and Financial Review and Prospects" in this annual report. Our consolidated financial statements are prepared and presented inaccordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our selected consolidated statements of income data for the two years ended December 31, 2014 and 2015, and our selected consolidated balance sheetdata as of December 31, 2014, 2015, and 2016 have been derived from our audited consolidated financial statements not included in this annual report.2Table of Contents Our historical results do not necessarily indicate results expected for any future periods.3 For the Year Ended December 31, 2014 2015 2016 2017 2018 RMB % RMB % RMB % RMB % RMB US$ % (in thousands, except percentages, number of shares, and per share and per ADS data) Selected Consolidated Statementsof Income Data: Product revenues 22,685,111 98.1 39,409,961 98.0 55,281,900 97.7 71,171,653 97.6 81,510,275 11,855,178 96.4 Other revenues 444,202 1.9 793,251 2.0 1,309,402 2.3 1,740,660 2.4 3,013,673 438,321 3.6 Total net revenues 23,129,313 100.0 40,203,212 100.0 56,591,302 100.0 72,912,313 100.0 84,523,948 12,293,499 100.0 Cost of revenues(1) (17,378,044) (75.1) (30,306,723) (75.4) (42,994,688) (76.0) (56,618,471) (77.7) (67,454,981) (9,810,920) (79.8)Gross profit 5,751,269 24.9 9,896,489 24.6 13,596,614 24.0 16,293,842 22.3 17,068,967 2,482,579 20.2 Operating expenses(2) —Fulfillment expenses(3) (2,268,949) (9.8) (3,667,031) (9.1) (4,904,526) (8.7) (6,899,654) (9.5) (7,489,393) (1,089,287) (8.8)—Marketing expenses (1,164,149) (5.0) (2,089,348) (5.2) (2,837,680) (5.0) (2,978,621) (4.1) (3,240,450) (471,304) (3.8)—Technology and content expenses (670,998) (2.9) (1,076,520) (2.7) (1,563,582) (2.8) (1,808,452) (2.5) (2,000,894) (291,018) (2.4)—General and administrativeexpenses (967,463) (4.2) (1,301,472) (3.2) (1,941,146) (3.4) (2,447,724) (3.3) (2,674,179) (388,943) (3.2)Total operating expenses (5,071,559) (21.9) (8,134,371) (20.2) (11,246,934) (19.9) (14,134,451) (19.4) (15,404,916) (2,240,552) (18.2)Other operating income 153,977 0.6 308,431 0.8 358,029 0.6 531,055 0.8 757,062 110,110 0.9 Income from operations 833,687 3.6 2,070,549 5.2 2,707,709 4.8 2,690,446 3.7 2,421,113 352,137 2.9 Income before income taxes andshare of loss of equity methodinvestees 1,060,341 4.6 2,050,520 5.1 2,666,084 4.7 2,540,853 3.5 2,747,075 399,546 3.3 Income tax expenses (245,032) (1.0) (457,745) (1.1) (601,828) (1.1) (626,140) (0.9) (566,604) (82,409) (0.7)Share of loss of equity methodinvestees (62,716) (0.3) (84,063) (0.2) (71,489) (0.1) (22,280) (0.0) (46,999) (6,836) (0.1)Net income 752,593 3.3 1,508,712 3.8 1,992,767 3.5 1,892,433 2.6 2,133,472 310,301 2.5 Net loss/(income) attributable tonon-controlling interests 88,693 0.3 80,953 0.2 44,050 0.1 57,222 0.1 (4,685) (681) (0.0)Net income attributable to ourshareholders 841,286 3.6 1,589,665 4.0 2,036,817 3.6 1,949,655 2.7 2,128,787 309,620 2.5 Shares used in calculating earningsper share Class A and Class B ordinaryshares(4) : —Basic 113,310,682 — 115,736,092 — 115,958,088 — 117,554,229 — 132,266,157 132,266,157 — —Diluted 120,227,584 — 120,168,063 — 125,817,183 — 125,715,833 — 140,083,610 140,083,610 — Net earnings per Class A andClass B ordinary share Net income attributable to ourshareholders—Basic 7.42 — 13.74 — 17.57 — 16.59 — 16.09 2.34 — Net income attributable to ourshareholders—Diluted 7.00 — 13.23 — 16.86 — 15.94 — 15.61 2.27 — Net earnings per ADS(5) (1 Class Aordinary share equals 5 ADSs) —Basic 1.48 — 2.75 — 3.51 — 3.32 — 3.22 0.47 — —Diluted 1.40 — 2.65 — 3.37 — 3.19 — 3.12 0.45 — Notes:(1)Excludes shipping and handling expenses, and includes inventory write-down that amounted to RMB218.1 million, RMB293.9 million, RMB303.2 million, RMB206.7 million,and RMB440.8 million (US$64.1 million) for the years ended December 31, 2014, 2015, 2016, 2017, and 2018, respectively.Table of ContentsB.Capitalization and Indebtedness Not applicable.4(2)Include share-based compensation expenses as set forth below: For the Year Ended December 31, 2014 2015 2016 2017 2018 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 US$'000 Allocation of Share-based Compensation Expenses:* Fulfillment expenses (10,822) (18,665) (38,428) (73,235) (73,151) (10,639)Marketing expenses (17,293) (19,938) (38,459) (40,364) (41,063) (5,972)Technology and content expenses (103,160) (126,274) (183,122) (206,073) (203,594) (29,612)General and administrative expenses (94,219) (138,064) (215,644) (347,426) (353,402) (51,400)Total (225,494) (302,941) (475,653) (667,098) (671,210) (97,623)*The share-based compensation expenses for 2014 included RMB225.5 million share-based compensation expenses in connection with share options and non-vested sharesgranted to our executive officers, independent directors, employees, and consultants. The unrecognized share-based compensation expenses relating to share options andnon-vested shares were RMB29.4 million and RMB598.2 million, and were expected to be recognized over a weighted average period of 1.34 years and 3.20 years on astraight-line basis as of December 31, 2014, respectively. The share-based compensation expenses for 2015 included RMB302.9 million share-based compensationexpenses in connection with share options and non-vested shares granted to our executive officers, independent directors, and employees. The unrecognized share-basedcompensation expenses relating to share options and non-vested shares were RMB6.9 million and RMB914.0 million, and were expected to be recognized over aweighted average period of 1.02 years and 2.97 years on a straight-line basis as of December 31, 2015, respectively. The share-based compensation expenses for 2016included RMB475.7 million share-based compensation expenses in connection with share options and non-vested shares granted to our executive officers, independentdirectors, and employees. The unrecognized share-based compensation expenses relating to share options and non-vested shares were RMB243 thousand andRMB1.24 billion, and were expected to be recognized over a weighted average period of 0.25 years and 4 years on a straight-line basis as of December 31, 2016,respectively. The share-based compensation expenses for 2017 included RMB667.1 million share-based compensation expenses in connection with share options andnon-vested shares granted to our executive officers, independent directors, and employees. The unrecognized share-based compensation expenses relating to share optionsand non-vested shares were RMB162.9 million and RMB1.43 billion, and were expected to be recognized over a weighted average period of 3 years and 2.72 years on astraight-line basis as of December 31, 2017, respectively. The share-based compensation expenses for 2018 included RMB671.2 million (US$97.6 million) share-basedcompensation expenses in connection with share options and non-vested shares granted to our executive officers, independent directors, and employees. The unrecognizedshare-based compensation expenses relating to share options and non-vested shares were RMB131.4 (US$19.1 million) and RMB1.20 billion (US$175.0 million), andwere expected to be recognized over a weighted average period of 2 years and 2.32 years on a straight-line basis as of December 31, 2018, respectively. See "Item 5.A.Operating and Financial Review and Prospects—Operating Results—Critical Accounting Policies—Share-based compensation" for details.(3)Include shipping and handling expenses, which amounted to RMB1.17 billion, RMB1.71 billion, RMB2.58 billion, RMB3.83 billion, and RMB4.50 billion (US$654.3 million)for the years ended December 31, 2014, 2015, 2016, 2017, and 2018, respectively. (4)Authorized share capital was re-classified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one voteand each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote. (5)Each ADS represents 0.2 Class A ordinary shares, effective November 3, 2014. The computation of net earnings per ADS has been adjusted for all periods presented to reflect thischange. As of December 31, 2014 2015 2016 2017 2018 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 US$'000 Summary Consolidated BalanceSheet Data: Cash, cash equivalents andrestricted cash 4,791,151 3,324,384 4,109,577 10,221,992 10,038,472 1,460,035 Total current assets 13,220,454 12,153,276 14,580,872 25,916,138 27,325,637 3,974,350 Total assets 16,951,041 20,035,522 25,094,453 37,982,820 43,562,663 6,335,927 Total liabilities 14,252,973 16,422,255 19,312,649 23,732,244 26,351,870 3,832,719 Total shareholders' equity 2,698,068 3,613,267 5,781,804 14,250,576 17,210,793 2,503,208 Table of ContentsC.Reasons for the Offer and Use of Proceeds Not applicable.D.Risk Factors Risks Relating to Our Business and Industry If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected. We have experienced a period of growth and expansion that has demanded, and will continue to demand, significant financial and managerial resources.We plan to further increase our sales through enhancing our brand recognition, growing our customer base, and increasing customer spending on our VipshopOnline Platform. We intend to continue investing in our warehousing capacity to support our long-term growth. To further improve our nationwide fulfillmentcapabilities, we have expanded our warehouses in strategic locations in China to strengthen our regional logistics hubs. Moreover, we have leasedwarehouses outside China. However, we cannot assure you that we will be able to execute our expansion plan as expected. Our rapid expansion requires us tocontinue to effectively manage our relationships with brand partners and third-party delivery companies to ensure efficient and timely delivery of ourproducts. To continue our business growth, we will also need to allocate significant managerial and financial resources in retaining, training, managing, andmotivating our workforce. We also seek to broaden our product and service offerings through third-party sellers offering their own products and services on our Vipshop OnlinePlatform. The products and services offered by such third-party sellers may differ in category, quality, and value in comparison to those offered directly by us.Such expansion may require us to work with different groups of brand partners and introduce new product and service categories to address the needs ofdifferent kinds of customers. We have limited or no experience in some of these newer product and service offerings, such as online sales under third-partyproprietary cosmetics brands, and our expansion into these new product and service categories may not achieve broad customer acceptance. These offeringsmay present new and difficult technological or operational challenges, and we may be subject to claims if customers experience service disruptions or failureor other quality issues with these third-party sellers. In addition, our profitability, if any, in our newer product and service categories may be lower than in ourolder categories, which may adversely affect our overall profitability and results of operations. Moreover, we cannot assure you that we will be able to recoupour investments in introducing these new product categories. Furthermore, we have further developed and expanded new business initiatives in Internet finance. We intend to stay focused on consumer financing andsupplier financing services that we offer to our customers. See "Item 3.D. Key Information—Risk Factors—Risks Relating to Our Business and Industry—Wehave limited experience in operating an Internet finance business, and increasing exposure to credit risks or significant deterioration in the asset quality ofour Internet finance business may materially and adversely affect our business, financial condition, and results of operations." and "Item 4.B. Information onthe Company—Business Overview—Our Product and Service Offerings—Other Services." All of these endeavors involve risks. We cannot assure you that we will successfully execute these expansion plans and strategies. We may fail to acquirefinancial or managerial resources needed for our business growth in a timely and cost-efficient manner, or at all. We cannot assure you that we will be able tomanage our growth effectively, and any failure to do so may materially and adversely affect our business and prospects.5Table of ContentsIf we are unable to offer branded products at attractive prices to meet customer needs and preferences, or if our reputation for selling authentic, high-quality products suffers, we may lose customers and our business, financial condition, and results of operations may be materially and adversely affected. Our future growth depends on our ability to continue to attract new customers as well as to increase the spending and repeat purchase rate of existingcustomers. Constantly changing consumer preferences have historically affected, and will continue to affect, the online retail industry. Consequently, wemust stay abreast of emerging lifestyle and consumer preferences and anticipate product trends that will appeal to existing and potential customers. As weimplement our strategy to offer personalized Vipshop Online Platform focusing on deep curation and targeted offerings desired by our customers, we expectto face additional challenges in the selection of products and services. Our ability to offer individually-tailored merchandise is dependent on our IT systems,including our big data and business intelligence system, to collect and provide accurate and reliable information on consumer interests. In addition, we focuson offering only authentic products on our platform, as perception by our existing or prospective customers that any of our products are not authentic, or areof inferior quality, could cause our reputation to suffer. This is particularly important for cosmetics and maternal and baby products. While ourrepresentatives generally check the products that we sell to confirm their authenticity, quality, and proper labeling, we cannot assure you that our suppliershave provided us with authentic products or that all products that we sell are of the quality satisfactory to our customers. If our customers cannot finddesirable products within our product portfolio at attractive prices, or if our reputation for selling authentic, high-quality product suffers, our customers maylose interest in our platform and thus may visit our platform less frequently or even stop visiting our platform, which in turn may materially and adverselyaffect our business, financial condition, and results of operations.Our business and results of operations may be materially and adversely affected if we are unable to maintain our customer experience or provide high-quality customer service. The success of our business largely depends on our ability to provide superior customer experience and high-quality customer service, which in turndepends on a variety of factors, such as our ability to continue to provide reliable and user-friendly Vipshop Online Platform for our customers to browse andpurchase our products, reliable and timely delivery of our products, and superior after-sales services. Our sales may decrease if our platform services areseverely interrupted or otherwise fail to meet our customer demands. Should we or third-party delivery companies fail to provide our product delivery andreturn services in a convenient or reliable manner, or if our customers are not satisfied with our product quality, our reputation and customer loyalty could beadversely affected. In addition, we also depend on our call center and online customer service representatives to provide live assistance to our customers. Ifour call center or online customer service representatives fail to satisfy the individual needs of customers, our reputation and customer loyalty could beadversely affected and we may lose potential or existing customers and experience a decrease in sales. As a result, if we are unable to continue to maintain ourcustomer experience and provide high-quality customer service, we may not be able to retain existing customers or attract new customers, which couldmaterially and adversely affect our business, financial condition, and results of operations.Any harm to our brands or failure to maintain our reputation may materially and adversely affect our business and growth prospects. We believe that the recognition and reputation of our brands among our customers and brand partners have significantly contributed to the growth of ourbusiness. Maintaining and enhancing the recognition and reputation of our brands are critical to our business and competitiveness. Many factors, some ofwhich are beyond our control, are important to maintaining and enhancing our brands and, if6Table of Contentsnot properly managed, may negatively impact our brands and reputation. These factors include our ability to:•provide satisfactory user experience as consumer preferences evolve and as we expand into new product categories; •increase brand awareness among existing and potential customers through various marketing and promotional activities; •maintain the popularity, attractiveness, and quality of the products we offer; •maintain the efficiency, reliability, and quality of our fulfillment services; and •preserve our reputation and goodwill in the event of any negative media publicity on Internet security, product quality, or authenticity issuesaffecting us or other online retail businesses in China. A public perception that non-authentic or counterfeit goods are sold on our Vipshop Online Platform, even if factually incorrect, could damage ourreputation, reduce our ability to attract new customers or retain our existing customers, and diminish the value of our brands. If we are unable to maintain ourreputation, enhance our brand recognition, or increase positive awareness of our platform, products, and services, it may be difficult to maintain and grow ourcustomer base, and our business and growth prospects may be materially and adversely affected.If we fail to manage our relationships with, or otherwise fail to procure products at favorable terms from, our existing brand partners, or if we fail toattract new brand partners, our business and growth prospects may suffer. We source our products from both domestic and international brand partners. As of December 31, 2016, 2017, and 2018, we worked with over 10,000,13,000, and 17,000 brand partners, respectively. We depend significantly on our ability to source products from brand partners on favorable pricing terms,typically at a substantial discount to the original sales price. However, our agreements do not ensure the long-term availability of merchandise or thecontinuation of any particular pricing practices. Our contracts with our brand suppliers typically do not restrict our brand partners from selling products toother buyers. We cannot assure you that our current brand partners will continue to sell products to us on commercially acceptable terms, or at all. In theevent that we are not able to purchase merchandise on favorable pricing terms, our revenues, profit margin, and earnings may be materially and adverselyaffected. Our brand partners primarily include brand owners, and to a lesser extent, brand distributors and resellers. If any brand distributor or reseller fails toobtain or maintain appropriate authorization from the relevant brand owner to sell certain products to us, such brand distributor or reseller may cease sellingsuch products to us at any time, which may adversely affect our business and revenues. Furthermore, although we, as an online distributor, are not directlyresponsible to obtain customs clearance or other relevant permits for the sale of products imported by our brand partners, we are required under the relevantPRC laws to check whether our brand partners who have imported such products have obtained the requisite import-related permits or filings and whether theproducts have passed the quality inspection before they are sold and distributed in the China market. If any of our brand partners fails to pay the requiredimport tariffs, fails to obtain clearance from the customs or inspection and quarantine bureaus, or fails to meet the product labeling or other mandatoryspecification requirements, and sells such imported products to us, we may be subject to fines, suspension of business, and confiscation of unlawfully soldproducts and the proceeds from such sales, depending on the nature and gravity of such liabilities. If our brand partners cease to provide us with favorable payment terms or return policies, our working capital needs may increase, resulting in negativeimpact on our cash flows from operating activities, and our operations may be materially and adversely affected. As part of our growth strategy,7Table of Contentswe plan to further expand our brand and product offerings and thus need to continue establishing relationships with new brand partners to ensure our accessto a steady supply of products on favorable commercial terms. Furthermore, our relationships with some brand partners, particularly international brandpartners of apparel products in China, may be adversely affected as a result of our sale of branded products that are directly procured from overseas markets. Ifwe are unable to develop and maintain good relationships with brand partners that would allow us to obtain sufficient amount and variety of qualitymerchandise on acceptable commercial terms, it may inhibit our ability to offer sufficient products sought by our customers or to offer these products at pricesacceptable to them. Negative developments in our relationships with brand partners could materially and adversely affect our business and growth prospects.We rely on our invested and in-house last mile delivery capabilities and third-party delivery companies for our product delivery, and if we or these third-party delivery companies fail to provide reliable delivery services, our business and reputation may be materially and adversely affected. Leveraging our continued and committed investment in quality delivery companies and build-out of in-house delivery capabilities and warehousingsystems with almost nationwide coverage over the years, we now rely primarily on our invested and in-house last mile delivery capabilities and, to a lesserextent, on third-party delivery companies to fulfill our product delivery demand. In 2018, our invested and in-house last mile delivery capabilities handledover 95% of our total orders. Nevertheless, we still maintain cooperation arrangements with a number of third-party delivery companies to supplement ourinvested and in-house delivery capabilities to deliver our products. Interruptions to or failures in delivery services could prevent the timely or proper deliveryof our products. These interruptions may be due to events that are beyond our control or the control of these third-party delivery companies, such asinclement weather, natural disasters, transportation interruptions, or labor unrest or shortage. Moreover, if these third-party delivery companies fail to complywith applicable rules and regulations in China, reputation of our delivery services may be materially and adversely affected. We may not be able to findalternative delivery companies to provide delivery services in a timely and reliable manner, or at all, to replace such third-party delivery companies to theextent necessary. As competition intensifies in the future, we expect that we will be required to further shorten delivery time, which could place increasingpressure on our delivery network. Delivery of our products could also be affected or interrupted by merger, acquisition, insolvency, or government shut-downof our invested and in-house last mile delivery capabilities or the third-party delivery companies we engage to make deliveries, especially those localcouriers with relatively small business scales. Furthermore, we may face additional challenges in managing our relationship with third-party deliverycompanies as a result of maintaining our own in-house delivery operations and capacities. If our products are not delivered in proper condition or on a timely basis, our business and reputation could suffer. Although we pay delivery companiessubsequent to their fulfilment of delivery obligation on a monthly basis, such subsequent payment may not adequately incentivize their timely and properdelivery of goods. Although we typically require delivery companies, especially local couriers, to make cash deposits or guarantee payments securing theirdue performance of duties as part of our engagement with them, such security deposit may not be sufficient to recover the losses that we sustain as a result oftheir failure to perform.If we do not compete effectively against existing or new competitors, we may lose market share and customers. The online discount retail market is rapidly evolving and competitive. Our primary competitors include major B2C e-commerce companies in China thatsell a broad range of products and services8Table of Contentsonline, such as Alibaba and Pinduoduo, and other online discount retail companies in China. We compete with others based on a number of factors,including:•ability to identify products in demand among consumers and source these products on favorable terms from brand suppliers; •pricing; •breadth and quality of product offerings; •platform features; •customer service and fulfillment capabilities; and •reputation among consumers and brands. Some of our current and potential competitors may have significantly greater resources, longer operating histories, larger customer bases, and greaterbrand recognition. As the online discount retail market in China is expected to grow, many new competitors and some existing B2C e-commerce companiesmay enter into this market. In addition, other online retailers may be acquired by, receive investment from, or enter into strategic relationships with, well-established and well-financed companies or investors, which would help enhance their competitive positions. Some of our competitors may be able to securemore favorable terms from brand partners, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventorypolicies, and devote substantially more resources to their platform and system development than us. In addition, emerging technologies and continuinginnovation in mobile Internet may increase the competition in the online retail industry. Increasing competition may negatively affect our businessdevelopment, online retail, and brand recognition, which may in turn affect our market share and operating margins. We cannot assure you that we will beable to compete effectively against our competitors, and competitive pressure may materially and adversely affect our business, prospects, financialcondition, and results of operations. In addition, we seek to expand into the offline retail business as a supplement to our growth strategy. We cannot guarantee that we will be able tocompete successfully with existing offline competitors, including, among others, traditional offline malls that have accumulated considerable customer baseand offline stores of other reputable online retailers. We may lack experience in offline store management and may hold insufficient offline operationalcapabilities. We may not be able to locate desirable sites for our stores. Operating offline stores requires considerable capital and personnel, and we may notbe able to generate profits from our offline business to cover the relevant cost within a short period of time. The occurrence of any of the above may adverselyaffect our business, prospects, financial condition, and results of operations.We had incurred net losses and experienced negative cash flow from operating activities in historical periods and may incur net losses in the future. We had incurred net losses in historical periods. Although we have achieved net profit since the fourth quarter of 2012, we cannot assure you that we cancontinue to generate net profits or maintain positive cash flow from operating activities in the future. Our ability to be profitable depends on our ability togrow our business and increase our total net revenues, to optimize our product category mix, to negotiate favorable terms with our suppliers, and to controlour costs and operating expenses. Although we have experienced significant revenue growth since our inception, such growth may not be sustainable and wemay incur net losses in future periods or fail to maintain positive cash flow from operating activities. We have incurred in the past and expect to continue toincur in future periods share-based compensation expenses and we expect our costs and other operating expenses to continue to increase as we expand ourbusiness, either of which will reduce our net income and may result in future losses. If our costs and operating expenses continue to increase without acommensurate9Table of Contentsincrease in our revenue, our business, financial condition, and results of operations will be adversely affected, and we may need additional capital to fund ourongoing operations.We may suffer losses if we are unable to effectively manage our inventory. Due to the nature of the flash sales business, we need to manage a large volume of inventory turnover. We depend on our forecasts of demand andpopularity for various kinds of products to make decisions regarding product purchases. Our customers may not order products at our expected levels. Inaddition, any unfavorable market or industry conditions or change in consumer trends and preferences may limit our ability to accurately forecast theinventory levels to meet customer demand. We generally have the right to return unsold items for most of our products to our brand partners. In order to secure more favorable commercial terms, wemay need to continue to enter into supply arrangements without unconditional return clauses or with more restrictive return policies. We may also need totake inventory in certain key product categories in order to achieve higher gross margin and obtain better commercial terms. Furthermore, because productsimported to China for our cross-border business are generally not returnable, our inventory may contain an increasing portion of unreturnable products as ourcross-border business continues to grow. We recorded RMB303.2 million, RMB206.7 million, and RMB440.8 million (US$64.1 million) in inventory write-down in the years endedDecember 31, 2016, 2017, and 2018, respectively. Such write-downs primarily reflected the estimated net realizable value of damaged or obsolete inventory. If we fail to manage our inventory effectively in the future, we may be subject to a heightened risk of inventory obsolescence, a decline in inventoryvalues, and write-down, which could materially and adversely affect our business, financial condition, and results of operations. In addition, if we are unableto sell products or if we are required to lower sale prices in order to reduce inventory level or to pay higher prices to our brand partners in order to secure theright to return products to our brand partners, our profit margins might be negatively affected. High inventory levels may also require us to commitsubstantial capital resources, preventing us from using that capital for other important purposes. If we do not accurately predict product demand, our business,financial condition, and results of operations may be materially and adversely affected.If we are subject to higher than expected product return rates, our business, financial condition, and results of operations may be materially and adverselyaffected. Purchases of apparel, fashion accessories, and other items over the Internet may be subject to higher return rates than merchandise sold at physical stores.In order to accommodate our customers and to overcome any hesitance that they may have in shopping with us, we currently implement a unified seven-dayproduct return policy for purchases via our Vipshop Online Platform and refund our customers if they refuse to accept the delivery, which also constitutes aproduct return. Our product return rates remained stable from 2013 to 2017, and slightly increased in 2018 due to the repositioning of our business focustowards the apparel category and the implementation of our new Super VIP Membership program, which offers free shipping and free return for its paidmembers. If we are unable to efficiently manage our product return rates within an appropriate range relative to our sales volume, or if our product return ratesincrease or are higher than expected, our revenues and costs can be negatively impacted. In addition, as we cannot return some products to our brand partnerspursuant to our contracts with them, if return rates for such products increase significantly, we may experience an increase in our inventory balance, inventoryimpairment, and fulfillment costs, which may materially and adversely affect our working capital. As a result, our business, financial condition, and results ofoperations may be materially and adversely affected.10Table of ContentsWe rely on online retail of apparel products for a significant portion of our total net revenues. Historically, online retail sales of apparel products accounted for a significant portion of our total net revenues. We expect that sales of these productswill continue to grow and represent a significant portion of our total net revenues in the near future. We have increased our offerings to include other productcategories, including fashion products, cosmetics, home goods, maternal and baby products, accessories, wellness products, consumer electronic products,and other lifestyle products, as well as Internet finance offerings (including consumer financing and supplier financing services). However, we do not expectthe sales of these new products and services to increase to a level that would reduce our dependence on our current line of products and services. Any failurein maintaining or increasing the number of our online retail customers or our sales volumes could result in our inability to retain or capture a sufficient shareof the markets that we are targeting. Any event that results in a reduction in our sales of apparel products could materially and adversely affect our ability tomaintain or increase our current level of revenue, our profitability and business prospects.We have been expanding our logistics network. If we are not able to manage such expansion successfully, our growth potential, results of operations, andbusiness could be materially and adversely affected. Our logistics network, currently consisting of regional logistics hubs located in Zhaoqing of Guangdong Province in Southern China, Kunshan ofJiangsu Province in Eastern China, Jianyang of Sichuan Province in Southwestern China, Tianjin in Northern China, Ezhou of Hubei Province in CentralChina, and Shenyang of Liaoning Province in Northeastern China, as well as local distribution centers, is essential to our business growth. We intend tocontinue using our available cash and financing options to expand our logistics network to accommodate increasing volumes of customer orders, enhancecustomer services, provide better coverage across China, invest in IT system and mobile channel, and other general purposes. However, we cannot assure youthat our plans to operate our own logistics centers and delivery operations will be successful. The expansion of our logistics network will put pressure on ourmanagerial, financial, operational, and other resources. We cannot assure you that we will be able to locate suitable facilities on commercially acceptableterms in accordance with our expansion plan. Nor can we assure you that we will be able to recruit qualified managerial and operational personnel to supportour expansion plan. If we are unable to secure new facilities for the expansion of our logistics operations, or to effectively control expansion-relatedexpenses, our business, prospects, financial condition, and results of operations could be materially and adversely affected.Uncertainties regarding the growth and sustained profitability of the online retail market in China, and in particular, the development of the online flashsales business model, could adversely affect our business, prospects, financial condition, and results of operations. Substantially all of our total net revenue is generated through an online retail business model, and in particular, an online flash sales business model.While online retail businesses have existed in China since the 1990s, only a limited number of these companies became profitable. The flash sales businessmodel originated in Europe in 2001 and then spread to the United States and later to China. The long term viability and prospects of the online retailindustry, particularly companies utilizing an online flash sales business model, and B2C e-commerce business generally in China, remain subject tosignificant uncertainty. Our business, financial condition, and results of operations will depend on numerous factors affecting the development of the onlineflash sales business and, more broadly, the online retail and e-commerce businesses in China, which may be beyond our control. These factors include thegeneral economic conditions in China, the growth of Internet usage, the confidence in and level of e-commerce and online spending, the emergence ofalternative retail channels or business models, the success of marketing and brand building efforts by e-commerce and flash sales companies, and the11Table of Contentsdevelopment of payment, logistics, after-sale, and other services associated with e-commerce and flash sales.The proper functioning of our IT systems is essential to our business. Any failure to maintain the satisfactory performance, security, and integrity of ourVipshop Online Platform and systems will materially and adversely affect our business, reputation, financial condition, and results of operations. Our IT systems mainly include technology infrastructure supporting the user interface of our Vipshop Online Platform, as well as our customer service,enterprise resource planning, warehouse and logistics management, product information management, business intelligence, and administration managementsystems. The satisfactory performance, reliability, and availability of our IT systems are critical to our success, our ability to attract and retain customers, andour ability to maintain a satisfactory customer experience and level of customer service. Our servers may be vulnerable to computer viruses, user traffic boom that exceeds the capacity of our servers, physical or electronic break-ins, and otherdisruptions, which could lead to system interruptions, website slowdown or unavailability, delays in transaction processing, loss of data, or the inability toaccept and fulfill customer orders. We can provide no assurance that we will not experience such unexpected interruptions. We can provide no assurance thatour current security mechanisms will be sufficient to protect our IT systems from any third-party intrusions, viruses or hacker attacks, information or datatheft, or other similar activities. Any such future occurrences could damage our reputation and result in a material decrease in our revenue. We did not havematerial system failure in 2018. Additionally, we intend to continue using our available cash and financing options to upgrade and improve our IT systems and cybersecurity to supportour business growth. For the year ended December 31, 2018, we spent RMB244.5 million (US$35.6 million) to maintain our IT and cybersecurity protections.However, we cannot assure you that we will be successful in executing these system upgrades and improvement strategies. In particular, our systems mayexperience interruptions during upgrades, and the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis,or at all. If our existing or future IT systems do not function properly, it could cause system disruptions and slow response times, affecting data transmission,which in turn, could materially and adversely affect our business, financial condition and results of operations.If we fail to successfully adopt new technologies or adapt our Vipshop Online Platform and systems to changing customer needs or emerging industrystandards, our business, financial condition, and results of operations may be materially and adversely affected. To remain competitive, we must continue to enhance and improve the responsiveness, functionality, and features of our Vipshop Online Platform. Theonline retail industry is characterized by rapid technological evolution, changes in end user requirements and preferences, frequent introductions of newproducts and services embodying new technologies, and the emergence of new industry standards and practices that could render our existing proprietarytechnologies and systems obsolete. Our success will depend, in part, on our ability to identify, develop, acquire, or license leading technologies useful in ourbusiness, enhance our existing services, develop new services and technologies that address the increasingly sophisticated and varied needs of our existingand prospective customers, and respond to technological advances and emerging industry standards and practices, such as mobile Internet, on a cost-effectiveand timely basis. The development of mobile applications, websites, and other proprietary technology entails significant technical and business risks. We canprovide no assurance that we will be able to use new technologies effectively or adapt our platform, proprietary technologies, and transaction-processingsystems to meet customer requirements or emerging industry standards. If we are unable to accurately project the need for such system expansion or upgradeor to adapt our systems in a cost-effective and timely manner in response to changing market conditions or customer12Table of Contentsrequirements, whether for technical, legal, financial, or other reasons, our business, prospects, financial condition, and results of operations could bematerially and adversely affected.We have limited experience in operating an Internet finance business, and increasing exposure to credit risks or significant deterioration in the assetquality of our Internet finance business may materially and adversely affect our business, financial condition, and results of operation. Over the past few years, we have participated in the emerging Internet finance sector in China. We have launched consumer financing and supplierfinancing services. Operating in this highly-regulated and fast-changing business sector involves new risks and challenges. Our lack of familiarity with theInternet finance sector may make it difficult for us to anticipate the demands and preferences in the market and develop financial service products that meetour customers' requirements and preferences. We may not be able to successfully identify new product and service opportunities or develop and introducethese opportunities to our customers in a timely and cost-effective manner, or our customers may be disappointed in quality of our services. The development of our Internet finance business is capital intensive. For certain financial service products, we have committed and will continue tocommit our own capital, which had and may continue to have a negative impact on our cash flow. To supplement such capital requirement, one of oursubsidiaries operating our Internet finance business offered asset-backed securities, or ABSs, listed on Shanghai Stock Exchange in China, and also offeredasset-backed notes, or ABNs, listed on Shanghai Clearing House in China. As of December 31, 2018, the aggregate carrying amount of these ABSs and ABNswas RMB969.0 million (US$140.9 million). Although we plan to continue to use any future ABS and ABN offerings in China to alleviate the dependence ofour Internet finance business on our own cash flow, we may require additional cash resources due to further developments or changing business conditionsand there can be no assurance that we will continue to complete additional ABS or ABN offerings in China or obtain access to other financing options inappropriate amounts or on acceptable terms, or at all. Additionally, our accounts receivable increased over 2018 due to the credit we extended for our financial service products, in turn increasing ourexposure to bad debts. Although default rate remained low since we launched these services, the risk of nonpayment of loans is inherent in the financingbusiness and we are subject to credit risk resulting from defaults in payment for loans by our customers and suppliers. Credit risks may be exacerbated inmicrocredit and consumer financing because there will be relatively limited information available about the credit histories of consumers. We cannot assureyou that our monitoring of credit risk issues and our efforts to mitigate credit risks through our credit assessment and risk management policies are or will besufficient to result in lower delinquencies. Furthermore, our ability to manage the quality of our loan portfolio and the associated credit risks will havesignificant impact on the results of operations of our Internet finance business. Deterioration in the overall quality of loan portfolio and the increasingexposure to credit risks may occur due to a variety of reasons, including factors beyond our control, such as a slowdown in the growth of the global orChinese economies or a liquidity or credit crisis in the global or Chinese finance sectors, which may materially and adversely affect our businesses,operations or liquidity of our suppliers and consumers or their ability to repay or roll over their debt. Any significant deterioration in the asset quality of ourInternet finance business and significant increase in associated credit risks may materially and adversely affect our business, financial condition and results ofoperations.Our wide variety of accepted payment methods subject us to third-party payment processing-related risks. We accept payments using a variety of methods, including our Vipshop Payment service, cash on delivery, and payment through third-party onlinepayment services, such as Tenpay. For certain payment methods, including credit and debit cards processed via our Vipshop Payment service, we payinterchange and other fees, which may increase over time and raise our operating costs and lower our13Table of Contentsprofit margins. We may also be subject to fraud, customer data leakage, and other illegal activities in connection with the various payment methods we offer,including online payment and cash on delivery options. Although we depend less and less on third parties to provide payment processing services due to ourcustomers' increasing use of Vipshop Payment, we continue to offer the various payment methods for the convenience and flexibility of our customers. Forexample, although we offer the cash on delivery payment option primarily on our in-house last mile capabilities, we still engage some third-party deliverycompanies for our cash on delivery payment option. If the service quality of these third-party delivery companies deteriorates, certain customers who prefertheir services may become dissatisfied with us in general. We may also be subject to various rules, regulations, and requirements, regulatory or otherwise,governing electronic fund transfers and online payment, which could change or be reinterpreted to make it difficult or impossible for us to comply with. If wefail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit cardpayments from our customers, process electronic fund transfers, or facilitate other types of online payments, and our business, financial condition, and resultsof operations could be materially and adversely affected.The security of operations of our own and other third-party online payment services may materially and adversely affect our business. Currently, we accept payments through our own Vipshop Payment service and other third-party online payment services, such as Tenpay. In 2018,approximately 93% of our total orders were collected through online payment services, and our Vipshop Payment service was used to process a significantportion of our total orders. We expect that an increasing amount of our sales will be conducted over the Internet as a result of the growing use of onlinepayment services. In all these online payment transactions, secured transmission of confidential information such as customers' credit card numbers andpersonal information over public networks is essential to maintain consumer confidence. We do not have control over the security measures of our third-party online payment vendors, and security breaches of the online payment services thatwe use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage ourreputation and the perceived security of all of the online payment services that we use. If a well-publicized Internet or mobile network security breach were tooccur, users concerned about the security of their online financial transactions might become reluctant to purchase on our Vipshop Online Platform even ifthe publicized breach did not involve the online payment services or other methods used by us. In addition, there may be billing software errors that woulddamage customer confidence in these online payment services. If any of the above with respect to any third-party online payment vendors were to occur anddamage our reputation or the perceived security of the online payment services we use, we might lose customers and customers might be discouraged frompurchasing on our platform, which may adversely affect our business.Our growth and profitability depend on the level of consumer confidence and spending in China. Our business, financial condition, and results of operations are sensitive to changes in overall economic and political conditions that affect consumerspending in China. The retail industry, including the online retail sector in general and the flash sales business in particular, is highly sensitive to generaleconomic changes. Online purchases tend to decline significantly during recessionary periods and substantially all of our total net revenue is derived fromonline retail sales in China. Many factors outside of our control, including inflation and deflation, interest rates, volatility of equity and debt securitiesmarkets, taxation rates, employment and other government policies can adversely affect consumer confidence and spending. The domestic and internationalpolitical environments, including military conflicts and political turmoil or social instability, may also adversely affect consumer14Table of Contentsconfidence and reduce spending, which could in turn materially and adversely affect our business, financial condition, and results of operations.We may incur liability for counterfeit or unauthorized products sold or information posted on our platforms. We have been and may continue to be subject to allegations that some of the items sold on our platforms are counterfeit or unauthorized from therelevant brand owners. As of December 31, 2016, 2017, and 2018, we worked with over 10,000, 13,000, and 17,000 brand partners, respectively, via ourVipshop Online Platform. We cannot assure you that measures we have adopted in the course of sourcing such products to ensure their authenticity orauthorization and to minimize potential liability of infringing third parties' rights will be effective. Any inadvertent sales of counterfeit, non-authentic orunauthorized items, or public perception of such incidents, could harm our reputation, impair our ability to attract and retain customers, and cause us to incuradditional costs to respond to any incident of this nature. If counterfeit products, unauthorized products, or products, images, logos or any other informationthat otherwise infringe third parties' rights are sold or posted on our platform, we could also face infringement claims. We have occasionally received claimletters alleging our infringement of third-party rights. In December 2015, we received various consumer complaints about non-authentic Maotai liquorpurchased during our annual promotion and confirmed that one of our vendors supplied non-authentic Maotai liquor sold on our platform. We discontinuedcooperation with the vendor and voluntarily paid over RMB40 million to compensate the customers who had purchased such non-authentic Maotai liquor.We cannot assure you that in the future, we will not be required to allocate significant resources and incur material expenses regarding such claims. We mayneed to pay substantial amount of compensation to settle similar claims without involving in any legal proceedings, and could be required to pay substantialdamages or to refrain from the sale of relevant products in the event that a claimant prevails in any proceedings against us. Forms of potential liabilities underPRC law if we negligently participated or assisted in infringing activities associated with counterfeit goods include injunctions to cease infringing activities,rectification, compensation, and administrative penalties. Moreover, our reputation could be negatively affected due to the negative publicity of anyinfringement claim against us. Any third-party claims may materially and adversely affect our business, prospects, financial condition, and results ofoperations.Failure to protect confidential information of our customers and our network against security breaches could damage our reputation and brand andsubstantially harm our business and results of operations. A significant challenge to e-commerce and communications is the secure transmission of confidential information over public networks. Currently,almost all product orders and, in some cases, payments for products we offer, are made through our Vipshop Online Platform and systems. In suchtransactions, maintaining security on our platform and systems for the transmission of confidential or private information, such as customers' personalinformation, payment-related information, and transaction information, is essential to maintain consumer confidence in our platform and systems. We have adopted rigorous security policies and measures, including use of encryption technology, to protect our proprietary data and customerinformation. However, advances in technology and hacker skills, new discoveries in the field of cryptography, or other events or developments could resultin a compromise or breach of the technology that we use to protect confidential information. We may not be able to prevent third parties, especially hackersor other individuals or entities engaging in similar activities, from illegally obtaining such confidential or private information we hold as a result of ourcustomers' visits on our platform. Such individuals or entities obtaining our customers' confidential or private information may further engage in variousother illegal activities using such information. In addition, we have limited control or influence over the security policies or measures adopted by third-partyproviders of online payment services through which some of our customers may elect to make payment for purchases on our platform. Furthermore, our third-party delivery companies may also violate their confidentiality obligations and disclose or use information about our customers illegally. Although we donot believe that we will be held responsible for any such illegal activities, any negative publicity on our platform's safety or privacy protection mechanismand policy could materially and adversely affect our public image and reputation.15Table of Contents In addition, the methods used by hackers and others to engage in illegal online activities are increasingly sophisticated and constantly evolving.Significant capital, managerial, and other resources may be required to ensure and enhance information security or to address the issues caused by suchsecurity failure. Any perception by the public that e-commerce and transactions, or the privacy of user information, are becoming increasingly unsafe orvulnerable to attack could inhibit the growth of online retail and other online services generally, which may also in turn reduce the number of orders wereceive and materially and adversely affect our business, financial condition and results of operations.We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies, and other intellectual property as critical to our business.We rely on a combination of intellectual property laws and contractual arrangements, including confidentiality agreements and license agreements with ouremployees, brand partners and others, to protect our proprietary rights. As of December 31, 2018, we owned 1,401 registered trademarks, 149 copyrights(including copyrights with respect to 115 software products developed by us relating to various aspects of our operations), and 301 registered domain namesthat are material to our business, including vip.com and vipshop.com. See "Item 4.B. Information on the Company—Business Overview—IntellectualProperty." It is often difficult to register, maintain, and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicialinterpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality agreementsand license agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we maynot be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Policing any unauthorized use of ourintellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In theevent that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerialand financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise becomeavailable to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could materially andadversely affect our business, financial condition and results of operations.Future strategic alliances or acquisitions may materially and adversely affect our business, financial condition, and results of operations. We may pursue selected strategic alliances and potential strategic acquisitions that are complementary to our business and operations, includingopportunities that can help us promote our brand to new customers and brands, expand our product and service offerings and improve our technologyinfrastructure. We may also pursue strategic initiatives with brands and platforms in international markets. Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance or default by counterparties, and increasing expenses in establishing these new alliances, any of which may materially and adversely affect ourbusiness. We may have little ability to control or monitor the actions of our partners. To the extent a strategic partner suffers any negative publicity as a resultof its business operations, our reputation may be negatively affected by virtue of our association with such party. In addition, although we have no current acquisition plans, we may consider entering into strategic acquisition of other companies, businesses, assets ortechnologies that are complementary to our16Table of Contentsbusiness and operations as part of our growth strategy. For example, in 2014, we acquired, through a series of transactions, a majority stake in Lefeng.comLimited, or Lefeng, an online retail website specialized in selling cosmetics and fashion products in China, from its parent Ovation Entertainment Limited, orOvation, to strengthen our cosmetics and fashion product expertise. In February 2015, January 2016, and May 2016, we acquired an aggregate of 97.0% ofequity interest in Feiyuan Logistics Co., Ltd., or Feiyuan, for a total consideration of approximately RMB255.7 million, to boost our warehousing,transportation, and distribution capabilities in southeast China. In September 2016, we acquired 100% of equity interest in Zhejiang EbatongTechnology Co., Ltd., which is a third-party payment service provider, for a total consideration of RMB428.3 million. Zhejiang EbatongTechnology Co., Ltd. changed its name to Zhejiang Vipshop Payment Co., Ltd. following the completion of acquisition, and developed our Internet paymentchannel. In December 2017, subsidiaries of Tencent Holdings Limited, or Tencent, and JD.com, Inc., or JD.com, invested in us with an aggregate investmentamount of US$862.3 million in cash. A Tencent subsidiary and JD.com also entered into strategic cooperation framework agreement and businesscooperation framework agreement with us, respectively. Under these agreements, Tencent granted us an access interface on Weixin Wallet, and JD.comgranted us access interfaces on JD.com's mobile application and JD.com's Weixin Discovery shopping application, to utilize the traffic from such platforms.In March 2018, we agreed to invest up to US$250 million in a private equity fund focusing on technology-enabled consumer, retail, and related business. Strategic acquisitions and subsequent integrations of newly acquired businesses would require significant managerial and financial resources and couldresult in a diversion of resources from our existing business, which in turn could adversely affect our growth and business operations. The costs of identifyingand consummating acquisitions may be significant. We may also incur significant expenses in obtaining approvals from shareholders and relevantgovernment authorities in China and elsewhere in the world. Our failure to consummate acquisitions could also require us to pay certain pre-negotiated feesand expenses. Acquired businesses or assets may not generate expected financial results and may have historically incurred and continue to incur losses. Inaddition, acquisitions could also require the use of substantial amount of cash, issuance of equity or debt securities, incurrence of significant goodwill andrelated impairment charges, amortization expenses for intangible assets and exposure to potential unknown liabilities of the acquired businesses or assets,including liabilities as the result of historical actions of the acquired businesses. The cost and duration of integrating newly acquired businesses could alsomaterially exceed our expectations. Any such negative developments could materially and adversely affect our business, financial condition, and results ofoperations.Any interruption in the operation of our regional logistics hubs or data centers for an extended period may materially and adversely affect our business. Our ability to process and fulfill orders accurately and to provide high-quality customer service depends on the efficient and uninterrupted operation ofour current regional logistics hubs and our self-owned servers located in data centers operated by major PRC Internet datacenter providers. Our regionallogistics hubs and data centers may be vulnerable to damage caused by fire, flood, power loss, telecommunications failure, break-ins, earthquake, humanerrors, and other events. We have developed a disaster tolerant system which includes real-time data mirroring, daily off-line data back-up and redundancyand load balancing. However, we do not carry business interruption insurance. The occurrence of any of the foregoing risks could materially and adverselyaffect our business, prospects, financial condition, and results of operations.We may be subject to product liability claims if people or properties are harmed by the products we sell. We sell products manufactured by third parties, some of which may be defectively designed or manufactured. As a result, sales of such products couldexpose us to product liability claims relating to17Table of Contentspersonal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legalproceedings against us as a product retailer or as a marketplace service provider. Currently, we maintain third-party liability insurance and product liabilityinsurance in relation to products we sell for any product liability claims based on property damage or personal injury. We also maintain public liabilityinsurance. However, any material product liability claim beyond our coverage or litigation could materially and adversely affect our business, financialcondition, and results of operations. Even unsuccessful claims could result in the use of funds and managerial efforts in defending them and could negativelyimpact on our reputation.We have limited insurance coverage, which could expose us to significant costs and business disruption. Risks associated with our business and operations include, but are not limited to, damage to properties due to fire, explosions and other accidents,business interruption due to power shortages or network failure, product liability claims, transportation damages, losses of key personnel, and risks posed bynatural disasters including storms, floods, and earthquakes, any of which may result in significant costs or business disruption. We have maintained insurancecoverage we consider necessary and sufficient for our business, and customary for the industry in which we operate, including all risk property insurancecovering our equipment, facilities, inventories, and other properties and public liability insurance covering certain premises liability. However, insurancecompanies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance. We cannot assure youthat our insurance coverage is sufficient to prevent us from any loss to be sustained or that we will be able to successfully claim our losses under our currentinsurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantlyless than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected.Our business depends on the continuing efforts of our management. If we lose their services, our business may be severely disrupted. Our business operations depend on the continuing efforts of our management, particularly the executive officers named in "Item 6.A. Directors, SeniorManagement and Employees—Directors and Senior Management" in this annual report. If one or more of our management were unable or unwilling tocontinue their employment with us, we might not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and retainqualified replacements. Our business may be severely disrupted and our financial condition and results of operations may be materially and adverselyaffected. In addition, our management may join a competitor or form a competing company. We can provide no assurance that we will be able to successfullyenforce our contractual rights included in the employment agreements we have entered into with our management team, particularly in China, where all theseindividuals reside. As a result, our business may be negatively affected due to the loss of one or more members of our management.If we are unable to attract, train, and retain qualified personnel, our business may be materially and adversely affected. We intend to hire and retain additional qualified employees to support our business operations and planned expansion. Our future success depends, to asignificant extent, on our ability to attract, train, and retain qualified personnel, particularly management, technical, marketing, and other operationalpersonnel with expertise in the online retail industry. Our experienced mid-level managers are instrumental in implementing our business strategies,executing our business plans and supporting our business operations and growth. Since our industry is characterized by high demand and intensecompetition for talent, we cannot assure you that we will be able to attract or retain qualified staff or other highly skilled employees that we will need toachieve our strategic objectives. In addition, our18Table of Contentsability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timelyfashion, or at all. If we are unable to attract, train, and retain qualified personnel, our business may be materially and adversely affected.Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business. We lease various properties for offices, logistics centers, offline stores, data centers, and customer service centers. We may not be able to successfullyextend or renew such leases and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significantrelocation expenses, which could materially and adversely affect our business, financial condition, and results of operations. In addition, we compete withother businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments maysignificantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for ourfacilities as our business continues to grow and such failure in relocating our affected operations could affect our business and operations.Our use of leased properties could be challenged by third parties, which may cause interruptions to our business operations. Some of our landlords do not have proper ownership certificates for the properties we lease, or have other restrictions on their ownership of the properties.In particular, we have eight offices in Guangzhou as of the date of this report. Some of them are located on land allocated by local government, and thelandlord has not obtained the relevant government approvals for leasing the premises. In addition, some of our leased properties were mortgaged by theowners to third parties before we entered into lease agreements with them, and if such owners fail to perform their obligations secured by such properties andthe mortgage is enforced by the third parties, we may be unable to continue to lease such properties and may be forced to relocate. Furthermore, a few of ourleasehold interests in leased properties have not been registered with relevant PRC government authorities as required by PRC laws. According to PRC laws,rules and regulations, failure to register a lease agreement will not affect its effectiveness between the landlord and the tenant. However, the landlord and thetenant may be subject to administrative fines of up to RMB10,000 each for such failure to register the lease. As of the date of this annual report, we are notaware of any claims or actions being contemplated or initiated by government authorities or any third parties with respect to our leasehold interests in or useof such properties. Currently, we are constructing our new office building in Guangzhou and plan to move into the new office building upon its anticipatedcompletion in 2020. However, we cannot assure you that our use of the leased properties before we move into our new office building will not be challengedby the government authorities or third parties alleging ownership of such properties. In the event that our use of properties is successfully challenged, we maybe forced to relocate the affected operations. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us ona timely basis, or at all, or that we will not be subject to material liability resulting from third parties' challenges on our use of such properties. As a result, ourbusiness, financial condition, and results of operations may be materially and adversely affected.If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or preventfraud, and investor confidence and the market price of our ADSs may be materially and adversely affected. We are subject to the reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or SEC, as required underSection 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring a public company to include a report of management on the effectiveness of suchcompany's internal control over financial reporting in its annual report on Form 20-F. In addition,19Table of Contentsan independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of our internal control overfinancial reporting for the year ended December 31, 2018, as included in this annual report. As required by Section 404 of the Sarbanes-Oxley Act of 2002and related rules promulgated by SEC, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018using criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2018.In addition, our independent registered public accounting firm attested the effectiveness of our internal control and reported that our internal control overfinancial reporting was effective as of December 31, 2018. If we fail to achieve and maintain an effective internal control environment for our financialreporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with theSarbanes-Oxley Act of 2002. We may therefore need to incur additional costs and use additional management and other resources in an effort to comply withSection 404 of the Sarbanes-Oxley Act of 2002 and other requirements going forward. Moreover, effective internal control over financial reporting isnecessary for us to produce reliable financial reports. As a result, any failure to maintain effective internal control over financial reporting could result in theloss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our ADSs. Additionally,ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potentialdelisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.Our business, financial condition, and results of operations, as well as our ability to obtain financing, may be adversely affected by the downturn in theglobal or Chinese economy. The global macroeconomic environment is facing challenges. The Chinese economy has shown slower growth since 2012 compared to the previousdecade and the trend may continue. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted bythe central banks and financial authorities of some of the world's leading economies, including the United States and China. There have been concerns on therelationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. There have alsobeen concerns on the relationship between China and the United States, including those resulting from the ongoing trade dispute between the two countries.There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in market volatility. It is unclearwhether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions inthe long term. Economic conditions in China are sensitive to global economic conditions. Our business and operations are primarily based in China and substantiallyall of our revenues are derived from our operations in China. Accordingly, our financial results have been, and are expected to continue to be, affected by theeconomy and online retail industry in China. While the economy in China has grown significantly over the past decades, growth has been uneven, bothgeographically and among various sectors of the economy, and the rate of growth has been slowing. Recent changes in U.S. trade policies, including newtariffs on imports from China generally, and reactions by a number of markets including China in response to these U.S. actions, may have a material adverseeffect on global economic conditions and the stability of global financial markets, and they may significantly reduce global trade and, in particular, tradebetween China and the United States. The online retail industry is particularly sensitive to economic downturns, and the macroeconomic environment inChina may affect our business and prospects. A prolonged slowdown in the global or Chinese economy may lead to a reduced level of online purchasingactivities, which could materially and adversely affect our business, financial condition, and results of operations.20Table of Contents Moreover, a slowdown in the global or Chinese economy or the recurrence of any financial disruptions may materially and adversely impact financingsavailable to us. The weakness in the economy could erode investors' confidence, which constitutes the basis of the credit markets. There is considerableuncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authoritiesof some of the world's leading economies, including China. The recent financial turmoil affecting the financial markets and banking system may significantlyrestrict our ability to obtain financing in the capital markets or from financial institutions on commercially reasonable terms, or at all. Any prolongedslowdown in the global or Chinese economy may negatively impact our business, results of operations, and financial condition, and continued turbulence inthe international markets may adversely affect our ability to access the capital markets to meet liquidity needs.Our results of operations are subject to quarterly fluctuations due to a number of factors that could adversely affect our business and the trading price ofour ADSs. We experience seasonality in our business, reflecting a combination of seasonal fluctuations in Internet usage and traditional retail seasonality patterns.For example, we generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Yearholiday season in the first quarter of each year. Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of eachcalendar year than in the preceding three quarters. Due to the foregoing factors, our financial condition and results of operations for future quarters maycontinue to fluctuate and our historical quarterly results may not be comparable to future quarters. As a result, the trading price of our ADSs may fluctuatefrom time to time due to seasonality. Risks Relating to Our Corporate Structure and Restrictions on Our Industry Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to online commerceand provision of Internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not complywith PRC laws and regulations, we could be subject to severe penalties, including shut-down of our Vipshop Online Platform. Foreign ownership of Internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC governmentregulates Internet access, provision of online information, and operation of online commerce through strict business licensing requirements and othergovernment regulations. These laws and regulations also include limitations on foreign ownership in PRC companies that provide value-addedtelecommunication services, including commercial Internet content services and online data processing and transaction processing (operating e-commerce)services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity operating value-added telecommunicationservices (except for operating e-commerce), including commercial Internet content provision business. The PRC Ministry of Industry and InformationTechnology, or MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added TelecommunicationsBusiness, or the MIIT Circular, in July 2006. The MIIT Circular reiterated the regulations on foreign investment in telecommunications businesses, whichrequire foreign investors to set up foreign-invested enterprises, or FIEs, and obtain value-added telecommunication business operating licenses, or VATSLicenses, to operate any value-added telecommunications business in China. Because commercial Internet content provision is a value-addedtelecommunication business, FIEs that plan to engage in Internet content provision business must obtain VATS Licenses for Internet content provisionbusiness, or the ICP Licenses. Operators of domestic call centers are required to obtain VATS Licenses for operating domestic call center services. Meanwhile,the operators of online platforms that provide access to third-party merchants for sales of their products are also required to obtain VATS Licenses for onlinedata processing and transaction21Table of Contentsprocessing (operating e-commerce) services, or the EDI Licenses. Under the MIIT Circular, a PRC domestic company that holds a VATS License, includingthe ICP License or EDI License, is prohibited from leasing, transferring, or selling the license to foreign investors in any form, and from providing anyassistance, including providing resources, sites, or facilities, to foreign investors that operate value-added telecommunications business illegally in China. We are a Cayman Islands company, and our PRC subsidiary, namely Vipshop (China) Co., Ltd., or Vipshop China, is a wholly foreign-owned enterprise,or WFOE, under PRC law. To comply with PRC laws and regulations, we conduct our operations in China, including the operations of our Vipshop OnlinePlatform, through contractual arrangements entered into by our respective consolidated affiliated entities, namely, Guangzhou Vipshop E-Commerce Co., Ltd., or Vipshop E-Commerce, Guangzhou Vipshop Information Technology Co., Ltd., or Vipshop Information, Pin Jun Tong EnterpriseManagement & Consulting Co., Ltd., or Pin Jun Tong, and Tianjin Pinjian E-Commerce Co., Ltd. (formerly known as "Shanghai Pinjian E-Commerce Co., Ltd."), or Tianjin Pinjian. Because all shareholders of our consolidated affiliated entities are PRC citizens, our consolidated affiliated entitiesare considered PRC domestic companies under PRC laws. As of the date of this annual report, Vipshop E-Commerce held an EDI License valid untilDecember 2022, which is required for providing platform access to third-party merchants for their sales of products to further develop our business; VipshopInformation held a VATS License valid until July 2020 for domestic call center services. For a detailed description of these licenses and permits, see"Item 4.B. Information on the Company—Business Overview—Regulation." Each of our consolidated affiliated entities is a PRC limited liability company.As a result of these contractual arrangements, we exert control over our consolidated affiliated entities and consolidate their operating results in our financialstatements under U.S. GAAP. For a detailed description of these contractual arrangements, see "Item 4.C. Information on the Company—OrganizationalStructure." In the opinion of our PRC counsel, Han Kun Law Offices, our current ownership structure, the ownership structure of our PRC subsidiaries and ourconsolidated affiliated entities, each as described in this annual report, are in compliance with existing PRC laws, rules, and regulations, and the contractualarrangements among (a) Vipshop China, (b) Vipshop E-Commerce, and (c) shareholders of Vipshop E-Commerce as one set and the other three setsconcerning our insignificant consolidated affiliated entities, each as described in this annual report, are not in violation of any existing PRC laws, rules, andregulations. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. See also"Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure and Restrictions on Our Industry—Our business may be significantlyaffected by the newly enacted PRC Foreign Investment Law." Accordingly, we cannot assure you that PRC government authorities will not ultimately take aview contrary to or otherwise different from that of our PRC counsel. If our ownership structure, contractual arrangements, and businesses of our company, our PRC subsidiaries, or our consolidated affiliated entities arefound to be in violation of any existing or future PRC laws or regulations, the relevant government authorities, including CSRC, would have broad discretionin dealing with such violation, including levying fines, confiscating our income or the income of our PRC subsidiaries or our consolidated affiliated entities,revoking the business licenses or operating licenses of our PRC subsidiaries or our consolidated affiliated entities, shutting down our servers or blocking ourplatform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring,restricting or prohibiting our use of proceeds from any securities offerings outside China to finance our business and operations in China, and taking otherregulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operationsand severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations.22Table of ContentsWe rely on contractual arrangements with our consolidated affiliated entities and their respective shareholders for the operation of our business, whichmay not be as effective as direct ownership. If our consolidated affiliated entities and their respective shareholders fail to perform their obligations underthese contractual arrangements, we may have to resort to arbitration or litigation to enforce our rights, which may be time-consuming, unpredictable,expensive, and damaging to our operations and reputation. Because of PRC restrictions on foreign ownership of Internet-based businesses in China, we depend on contractual arrangements with our consolidatedaffiliated entities, in which we have no ownership interest, through our PRC subsidiaries to partially conduct our operations. These contractual arrangements,governed by PRC laws, are intended to provide us with effective control over our consolidated affiliated entities and allow us to obtain economic benefitsfrom them. Although we have been advised by our PRC counsel, Han Kun Law Offices, that these contractual arrangements are valid, binding, andenforceable under current PRC laws, these contractual arrangements may not be as effective in providing control as direct ownership. For example, ourconsolidated affiliated entities and their respective shareholders could breach their contractual arrangements with us by, among other things, failing tooperate our online retail business in an acceptable manner or taking other actions that are detrimental to our interests. If we held controlling equity interest inour consolidated affiliated entities, we would be able to exercise our shareholder rights to effect changes to its board of directors, which in turn couldimplement changes at the management and operational level of the consolidated affiliated entities. However, under the current contractual arrangements, ifour consolidated affiliated entities or their respective shareholders fail to perform their obligations under these contractual arrangements, we may have toincur substantial costs to enforce such arrangements, and rely on legal remedies, including arbitration and litigation, under PRC law, which may not besufficient or effective. In particular, the contractual arrangements relating to Vipshop E-Commerce and the other three consolidated affiliated entities, namelyVipshop Information, Pin Jun Tong, and Tianjin Pinjian, provide that any dispute arising from these arrangements will be resolved by arbitration, and anyruling of such arbitration will be final and binding. The legal framework and system in China, particularly those relating to arbitration proceedings, is not asdeveloped as other jurisdictions such as the United States. As a result, significant uncertainties relating to the enforcement of legal rights through arbitration,litigation, and other legal proceedings remain in China, which could limit our ability to enforce these contractual arrangements and exert effective controlover our consolidated affiliated entities. If we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in theprocess of enforcing these contractual arrangements, our business and operations could be severely disrupted, which could materially and adversely affect ourresults of operations and damage our reputation, and we may not be able to consolidate the financial results of our consolidated affiliated entities into ourconsolidated financial statements in accordance with U.S. GAAP. See "Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us."The shareholders of our significant consolidated affiliated entity have potential conflict of interest with us, which may adversely affect our business. Each shareholder of Vipshop E-Commerce is a shareholder and director of our company. In addition, these shareholders' equity interest in our companywill be further diluted as a result of any future offering of equity securities. As a result, conflict of interest may arise as a result of the dual shareholding andgovernance structure. Each of these shareholders of Vipshop E-Commerce is also a director of our company, and has a duty of care and a duty of loyalty to our company and toour shareholders as a whole under Cayman Islands law. Under the contractual arrangements with Vipshop E-Commerce and its shareholders, (i) we mayreplace any such individual as a shareholder of Vipshop E-Commerce at our discretion, and (ii) each of these individuals has executed a power of attorney toappoint Vipshop China or its23Table of Contentsdesignated third party to vote on their behalf and exercise shareholder rights of Vipshop E-Commerce. However, we cannot assure you that these individualswill act in the best interests of our company should any conflict of interest arise, or that any conflict of interest will be resolved in our favor. Theseindividuals may breach or cause Vipshop E-Commerce to breach the existing contractual arrangements. If we cannot resolve any conflict of interest ordisputes between us and any of these individuals, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive toour operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if either suchentity goes bankrupt or becomes subject to a dissolution or liquidation proceeding. As part of our contractual arrangements with our consolidated affiliated entities, some of these entities hold certain assets that are important to theoperation of our business. If any of our consolidated affiliated entities goes bankrupt and all or part of its assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could adversely affect our business, financial condition and resultsof operations. If any of our consolidated affiliated entities undergoes a voluntary or involuntary liquidation proceeding, the unrelated third-party creditorsmay claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business,financial condition and results of operations.Our business may be significantly affected by the newly enacted PRC Foreign Investment Law. On March 15, 2019, the National People's Congress, or NPC, approved the PRC Foreign Investment Law, which will become effective on January 1, 2020and replace the trio of existing laws regulating foreign investment in China, namely, the PRC Wholly Foreign-Invested Enterprise Law, the PRC Sino-Foreign Cooperative Joint Venture Enterprise Law, and the PRC Sino-Foreign Equity Joint Venture Enterprise Law, together with their implementation rulesand ancillary regulations. The PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatoryregime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domesticinvestments. However, since it is newly enacted, there are substantial uncertainties relating to its interpretation and implementation. For example, the lawadds a catch-all clause to the definition of "foreign investment," which includes investments made by foreign investors in China through other means definedby other laws or administrative regulations or provisions promulgated by the PRC State Council, without further elaboration on the scope of "other means." Itis possible that future legislations promulgated by the PRC State Council may provide for contractual arrangements as a form of foreign investment andsubject to foreign investment restrictions. It is therefore uncertain whether our corporate structure may be deemed as violating the foreign investmentrestrictions in China. Furthermore, if future legislations prescribed by the PRC State Council mandate further actions to be taken by companies with respectto existing contractual arrangement, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. If we failto take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, our current corporate structure, corporategovernance, and business operations could be materially and adversely affected.Our contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us. We might be subject to adverse tax consequences if the PRC tax authorities were to determine that the contracts between our PRC subsidiaries and ourconsolidated affiliated entities were not entered into on an arm's length basis and therefore constitute favorable transfer pricing arrangements. If this24Table of Contentsoccurs, the PRC tax authorities could request that our consolidated affiliated entities adjust its taxable income, if any, upward for PRC tax purposes. Such apricing adjustment could adversely affect us by increasing our consolidated affiliated entities' tax expenses without reducing our tax expenses, which couldsubject our consolidated affiliated entities to late payment fees and other penalties for underpayment of taxes. The PRC Enterprise Income Tax Law, or theEIT Law, requires every enterprise in China to submit annual report of enterprise income tax, or EIT, together with a report on transactions with its relatedparties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related partytransactions that are inconsistent with arm's length principles. As a result, our contractual arrangements with our consolidated affiliated entities may result inadverse tax consequences to us.If our PRC subsidiaries and consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses, and approvals required under PRClaws, our business, financial condition, and results of operations may be materially and adversely affected. Foreign investment and the Internet industry in China are highly regulated by the PRC government, and numerous regulatory authorities of the centralPRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Item 4.B. Information on theCompany—Business Overview—Regulation." Our PRC subsidiaries and our consolidated affiliated entities are required to obtain and maintain certain assetsrelevant to their businesses as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. Theseassets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant government authorities.Furthermore, our PRC subsidiaries and our consolidated affiliated entities may be required to obtain additional licenses. For instance, as we have launchedvarious Internet finance businesses, we are required to obtain and hold various licenses, permits, or approvals that are required for the provision of thoseInternet finance services, and we may be required to obtain additional licenses, permits, or approvals in case we further expand our Internet finance businessesin the future. See "Item 4.B. Information on the Company—Business Overview—Regulation—Regulation on Internet finance." However, we cannot assureyou that we will obtain such licenses, permits, or approvals in a timely manner, or at all, due to complex procedural requirements and policies. If we fail toobtain or maintain any of the required, assets, licenses, or approvals, our continued business operations in the Internet industry may subject it to variouspenalties, such as confiscation of illegal net revenue, fines, and the discontinuation or restriction of our operations. Any such disruption in the businessoperations of our consolidated affiliated entities will materially and adversely affect our business, financial condition, and results of operations. Risks Relating to Doing Business in China Changes in China's economic, political, or social conditions or government policies could materially and adversely affect our business and operations. Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations, and prospectsmay be influenced to a significant degree by political, economic, and social conditions in China generally and by continued yet slowing economic growth inChina as a whole. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level ofdevelopment, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures emphasizingthe utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporategovernance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC25Table of Contentsgovernment continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercisessignificant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, settingmonetary policy, and providing preferential treatment to particular industries or companies. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among varioussectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of thePRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developmentscould adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position. ThePRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures maybenefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adverselyaffected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certainmeasures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, whichmay adversely affect our business and operating results.Uncertainties with respect to the PRC legal system could adversely affect us. We conduct our business primarily through our PRC subsidiaries and our consolidated affiliated entities in China. Our operations in China are governedby PRC laws and regulations. Our significant PRC subsidiary, Vipshop China, is an FIE subject to laws and regulations applicable to foreign investment inChina and, in particular, laws applicable to FIEs. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, priorcourt decisions under the civil law system may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overalleffect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in China.However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects ofeconomic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrativeand court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluatethe outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on therelevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploitedthrough unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at alland may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation. Inaddition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and managementattention.26 Table of ContentsWe may be adversely affected by the complexity, uncertainties, and changes in PRC regulation of Internet-related businesses and companies. The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertainingto, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcementinvolve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be inviolations of applicable laws and regulations. Issues, risks, and uncertainties relating to PRC regulation of the Internet-related businesses include, but are notlimited to, the following:•We only have contractual control over our Vipshop Online Platform and other platforms in China. We do not directly own our platformthrough our subsidiaries due to the restriction of foreign investment in businesses providing value-added telecommunication services inChina, including Internet content provision services. This may significantly disrupt our business, subject us to sanctions, compromiseenforceability of related contractual arrangements, or have other harmful effects on us. •There are uncertainties relating to the regulation of the Internet-related businesses in China, including evolving requirements for licenses andpermits. Some of our licenses, permits, or operations may be subject to challenge by the PRC government, or we may fail to obtain licenses orpermits that may be deemed necessary for our operations or we may not be able to obtain or renew certain licenses or permits. If we fail tomaintain any of these required licenses or permits, we may be subject to various penalties, including fines and discontinuation of or restrictionon our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations. •New laws and regulations may be promulgated to regulate Internet-related businesses in China, including online retail businesses and Internetfinance businesses. Additional licenses or permits may be required for or stricter supervision may be imposed on our Internet-relatedbusinesses. If our operations do not comply with these new laws and regulations after they become effective, or if we fail to obtain any licensesor permits required under these new laws and regulations, we could be subject to penalties. We cannot assure you that we will be able to obtainall licenses and permits required for Internet-related businesses in a timely manner, or at all. The interpretation and application of existing PRC laws, regulations, and policies and possible new laws, regulations, or policies relating to the Internetindustry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities ofInternet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting ourbusiness in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risksthat we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet-relatedbusinesses.Regulation and censorship of information disseminated over the Internet in China may adversely affect our business, and we may be liable for content thatis displayed on our platforms. China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information, audio-video programs,and other content through the Internet. The PRC government has prohibited the distribution of information through the Internet that it deems to be inviolation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would notbe able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business, andrevocation of required licenses, which could materially and adversely affect our business,27Table of Contentsfinancial condition, and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our platformsor for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we arefound to be liable, we may be prevented from operating our platform in China.The audit reports included in this annual report have been prepared by our independent registered public accounting firm whose work may not beinspected fully by the Public Company Accounting Oversight Board and, as such, you may be deprived of the benefits of such inspection. Our independent registered public accounting firm that issues the audit reports included in our annual report filed with SEC, as auditors of companiesthat are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting Oversight Board, or PCAOB, is required by thelaws of the United States to undergo regular inspections by PCAOB to assess its compliance with the laws of the United States and professional standards. Because we have substantial operations within China and, without the approval of PRC authorities, PCAOB is currently unable to conduct inspections ofthe work of our independent registered public accounting firm as it relates to those operations, our independent registered public accounting firm is notcurrently inspected fully by PCAOB. On December 7, 2018, SEC and PCAOB issued a joint statement highlighting continued challenges faced by the U.S.regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. The joint statement reflects aheightened interest in an issue that has vexed U.S. regulators in recent years. However, it remains unclear what further actions SEC and PCAOB will take toaddress the problem. This lack of PCAOB inspections in China prevents PCAOB from regularly evaluating our independent registered public accountingfirm's audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections. Inspections of other firms that PCAOB has conducted outside China have identified deficiencies in those firms' audit procedures and quality controlprocedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of PCAOB to conduct full inspections ofauditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm's audit procedures or qualitycontrol procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financialinformation and procedures and the quality of our financial statements.If the settlement reached between SEC and the "Big Four" China-based accounting firms, including the PRC affiliate of our independent registered publicaccounting firm, concerning the manner in which SEC may seek access to audit work papers from audits in China of U.S.-listed companies, is not orcannot be performed in a manner acceptable to authorities in China and the United States, we could be unable to timely file future financial statements incompliance with the requirements of the Securities Exchange Act of 1934. Starting in 2011 all PRC audit firms practicing before SEC, including the PRC affiliate of our independent registered public accounting firm and those ofthe other "Big Four" networks, were affected by a conflict between U.S. and PRC laws. Specifically, SEC and PCAOB sought to obtain from the PRCaccounting firms access to their audit work papers and related documents from audits in China of the operations of certain U.S.-listed companies. The PRCaccounting firms were, however, advised by their legal counsels and directed by the relevant PRC authorities that under PRC law they could not responddirectly to the U.S. regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through CSRC. In December 2012 SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002against the PRC affiliates of the "Big Four" accounting firms, including the PRC affiliate of our independent registered public accounting firm.28Table of ContentsAfter the first hearing in July 2013, an administrative law judge issued an initial decision in January 2014 in favor of SEC and proposed penalties on the PRCaccounting firms including a temporary suspension of their right to practice before SEC, which did not take effect pending review by SEC Commissioner. OnFebruary 6, 2015, before a review by SEC Commissioner had taken place, the PRC accounting firms reached a settlement with SEC whereby the proceedingswere stayed. Under the settlement, SEC accepts that future requests by SEC for the production of documents will normally be made to CSRC. The PRCaccounting firms will receive requests matching those under Section 106 of the Sarbanes-Oxley Act of 2002, and are required to abide by a detailed set ofprocedures with respect to such requests, which in substance require them to facilitate production via CSRC. If they fail to meet specified criteria, SEC retainsauthority to impose a variety of additional remedial measures on the PRC accounting firms depending on the nature of the failure. Remedies for any futurenoncompliance could include, as appropriate, an automatic six-month bar on a single firm's performance of certain audit work, commencement of a newproceeding against a firm, or in extreme cases the resumption of the recently-stayed proceeding against all four firms. SEC also reserves the right to resumethose proceedings in circumstances where, notwithstanding the accounting firms' compliance with the procedures in the settlement agreement, SEC does notreceive a production of documents which it considers satisfactory (for example, due to action or inaction by the PRC authorities). If SEC restarts the administrative proceedings, depending upon the final outcome, U.S.-listed companies with major PRC operations may find it difficultor impossible to retain auditors in respect of their operations in China whose work could contribute to SEC filings, which could result in financial statementsbeing determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, includingpossible delisting. Moreover, any negative news about any such future proceedings against these accounting firms may cause investor uncertainty regardingChina-based, U.S.-listed companies and the market price of our ADSs may be adversely affected. If the PRC affiliate of our independent registered public accounting firm were denied, even temporarily, the ability to practice before SEC and we wereunable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could bedetermined to not be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of our ordinaryshares from NYSE or deregistration from SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.Fluctuations in exchange rates may materially and adversely affect your investment. The value of Renminbi against U.S. dollars and other currencies may fluctuate and is affected by, among other things, changes in political and economicconditions in China and by China's foreign exchange policies. The conversion of Renminbi into foreign currencies, including U.S. dollars, has been based onrates set by the People's Bank of China. The PRC government allowed Renminbi to appreciate by over 20% against U.S. dollars between July 2005 and July2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and U.S. dollars remained within a narrow band.As a consequence, Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with U.S. dollars. Since June 2010,Renminbi has fluctuated against U.S. dollars, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the InternationalMonetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decidedthat with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, alongwith the U.S. dollars, the Euros, the Japanese yen and the British pounds. In the fourth quarter of 2016, the Renminbi has depreciated significantly in thebackdrop of a29Table of Contentssurging U.S. dollar and persistent capital outflows of China. This depreciation halted in 2017, and the Renminbi appreciated approximately 7% against theU.S. dollars during this one-year period. With the development of the foreign exchange market and progress toward interest rate liberalization and Renminbiinternationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that theRenminbi will not appreciate or depreciate significantly in value against the U.S. dollars in the future. It is difficult to predict how market forces or PRC orU.S. government policy may impact the exchange rate between Renminbi and U.S. dollars in the future. All of our total net revenues and most of our expenses are denominated in Renminbi. Any significant revaluation of Renminbi may materially andadversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, anappreciation of Renminbi against U.S. dollars would reduce the amount of Renminbi we would receive if we need to convert U.S. dollars into Renminbi.Conversely, a significant depreciation of Renminbi against U.S. dollars may significantly reduce the U.S. dollar equivalent of our earnings, which in turncould adversely affect the price of our ADSs. Limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. We did not enter into any hedgingtransactions to hedge our exposure to the risks relating to fluctuations in exchange rates. While we may decide to enter into hedging transactions in thefuture, the availability and effectiveness of these hedges may be limited, and we may not be able to successfully hedge our exposure at all. In addition, ourcurrency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currencies.Governmental control of currency conversion may limit our ability to utilize our revenue effectively and affect the value of your investment. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out ofChina. We receive substantially all of our revenue in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relieson dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchangeregulations, payments of current account items, including profit distributions, interest payments and trade- and service-related foreign exchange transactions,can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain proceduralrequirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRCsubsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities isrequired where Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries andconsolidated affiliated entities to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capitalexpenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies forcurrent account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy ourforeign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.30Table of ContentsWe principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund our cash and financing requirements, and anylimitation on the ability of our PRC subsidiaries to make payments to us could materially and adversely affect our ability to conduct our business. We are a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for ourcash requirements, including for services of any debt we may incur. Our subsidiaries' ability to distribute dividends is based upon their distributable earningswhich are mainly derived from the payments for products and services from our consolidated affiliated entities. Current PRC regulations permit our PRCsubsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accountingstandards and regulations. In addition, each of our PRC subsidiaries and our consolidated affiliated entities is required to set aside at least 10% of its after-taxprofits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entities in China may further set asidea portion of its after-tax profits to fund the employee welfare fund at the discretion of its board of directors. These reserves are not distributable as cashdividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividendsor make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholderscould materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends orotherwise fund and conduct our business.PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of ourdebt and equity offerings to make loans or additional capital contributions to our PRC subsidiaries in China. Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registrationor filing with relevant government authorities in China. According to the relevant PRC regulations on FIEs, capital contributions to our PRC subsidiaries aresubject to the approval of or filing with the PRC Ministry of Commerce, or MOFCOM, or its local branches and registration with other governmentauthorities in China. In addition, (i) any foreign loan procured by our PRC subsidiaries is required to be registered or filed with SAFE or its local branches,and (ii) each of our PRC subsidiaries may not procure loans which exceed the difference between its registered capital and its total investment amount andexceed certain limit based on its net assets pursuant to the Notice of the People's Bank of China on Matters Concerning the Macro-Prudential Management ofFully Covered Cross-Border Financing, or the PBOC Notice No. 9. Any medium- or long-term loan to be provided by us to our consolidated affiliated entitiesmust be approved by the PRC National Development and Reform Commission, or NDRC, and SAFE or its local branches. We may not obtain thesegovernment approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRCsubsidiaries. If we fail to receive such approvals or complete such registration, our ability to use the proceeds of our debt and equity offerings and tocapitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.Furthermore, pursuant to the PBOC Notice No. 9, after an one-year transition period following its promulgation, SAFE and the People's Bank of China, orPBOC, will determine the cross-border financing regulatory regime for FIEs after evaluating the overall implementation of PBOC Notice No. 9. As of the dateof this annual report, neither SAFE nor PBOC had promulgated and made public any legislations in this regard. There are uncertainties relating to the futureregime to be adopted and any limitation to be imposed on us when providing loans to our PRC subsidiaries. If a more stringent foreign debt regulatoryregime would be imposed, our ability to provide loans to our PRC subsidiaries or our consolidated affiliated entities may be significantly limited, and ourbusiness, financial condition, and results of operations may be adversely affected.31Table of Contents Under the current SAFE rules as of the date of this annual report, we are required to apply Renminbi funds converted from the net proceeds we receivedfrom our public offerings of equity securities within the business scopes of our PRC subsidiaries. Although SAFE launched a nationwide reform of theadministration of the settlement of the foreign exchange capitals of FIEs in 2015 to allow FIEs to settle their foreign exchange capital at their discretion andfurther relaxed its rules in 2016 to allow FIEs (excluding financial institutions) to go through foreign exchange settlement formalities for their foreign debtsat their discretion, the current SAFE rules continue to prohibit FIEs from using Renminbi converted from their foreign exchange capitals for expenditurebeyond their business scopes as approved by the PRC government authorities. Moreover, the current SAFE rules continue to prohibit FIEs from usingRenminbi converted from their registered capitals to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Anyviolations of such SAFE rules may result in severe monetary or other penalties. There can be no assurance that SAFE would further relax its rules on thesettlement of foreign exchange capitals of FIEs, and our ability to transfer to and use in China the net proceeds from our public offerings of equity securitiesmay continue to be significantly limited, which may adversely affect our business, financial condition, and results of operations. See "Item 4.B. Informationon the Company—Business Overview—Regulation—Regulations on Foreign Currency Exchange."Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions. Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, establishedadditional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Suchregulation requires, among other things, that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquirescontrol of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for PriorNotification of Concentrations of Undertakings, issued by the PRC State Council on August 3, 2008 and amended in September 2018, were triggered.Moreover, the Anti-Monopoly Law, which was promulgated by the Standing Committee of NPC, on August 30, 2007 and became effective on August 1,2008, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (for example, during the previousfiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion and at least two of these operators each had aturnover of more than RMB400 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceededRMB2 billion and at least two of these operators each had a turnover of more than RMB400 million within China) must be cleared by MOFCOM before theycan be completed. We believe that the turnover of acquired business of Lefeng in 2013 is less than RMB400 million within China and have not soughtclearance from MOFCOM, but we cannot assure you that MOFCOM will not take a view contrary to ours. In addition, the Circular of the General Office of theState Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors that becameeffective on March 3, 2011, and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by ForeignInvestors issued by MOFCOM that became effective on September 1, 2011, require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We maypursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations tocomplete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM, maydelay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.32Table of ContentsPRC regulations relating to the establishment of offshore holding companies by PRC residents may subject our PRC resident beneficial owners or ourPRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to increase theirregistered capital or distribute profits to us, or may otherwise adversely affect us. On July 4, 2014, SAFE has promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' OffshoreInvestment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant IssuesConcerning Foreign Exchange Administration for Domestic Residents' Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, orSAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRCindividuals and PRC corporate entities) to register with local branches of SAFE in connection with their direct or indirect offshore investment activities.SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. Under SAFE Circular 37, PRC residents who make, or have made prior to the implementation of SAFE Circular 37, direct or indirect investments inoffshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who isa direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect anymaterial change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the localbranch of SAFE. If any PRC shareholder of such SPV fails to make the required registration or to update the previously filed registration, the subsidiary ofsuch SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and theSPV may also be prohibited from making additional capital contribution into its subsidiary in China. On February 28, 2015, SAFE promulgated a Notice onFurther Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1,2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investment and outbound overseas direct investment,including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine theapplications and accept registrations under the supervision of SAFE. All of our shareholders that we are aware of being subject to the SAFE regulations have completed all necessary registrations with the local SAFE branchor qualified banks as required by SAFE Circular 37 by the end of 2018. We cannot assure you, however, that all of these individuals may continue to makerequired filings or updates on a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of identities ofall PRC residents holding direct or indirect interest in our company. Any failure or inability by such individuals to comply with the SAFE regulations maysubject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries' ability to distribute dividends to,or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our businessoperations and our ability to make distributions to you could be materially and adversely affected. Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it isunclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented bythe relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchangeactivities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results ofoperations. In addition, if we decide to acquire a PRC domestic company, we33Table of Contentscannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filingsand registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affectour business and prospects.Failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participantsor us to fines and other legal or administrative sanctions. In December 2006, PBOC promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, which set forth the respectiverequirements for foreign exchange transactions by individuals (both PRC or non-PRC citizens) under either the current account or the capital account. InJanuary 2007, SAFE issued implementing rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which, among other things,specified approval requirements for certain capital account transactions such as a PRC citizen's participation in the employee stock ownership plans or stockoption plans of an overseas publicly-listed company. In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign ExchangeAdministration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or the Stock Option Rules, whichreplaced the Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plans orStock Option Plans of Overseas Publicly-Listed Companies issued by SAFE in March 2007. Under these rules, PRC residents who participate in stockincentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company or another qualified institution selected by such PRC subsidiary, to conduct SAFE registration and other procedures with respect to the stockincentive plan on behalf of its participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with theirexercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend SAFEregistration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrustedinstitution or other material changes. We and our PRC resident employees who participate in the employee stock incentive plans, which we adopted in March 2011, March 2012, and July2014, respectively, have been subject to these regulations since our company became a publicly-listed company in the United States in March 2012. Wehave been assisting our PRC option grantees to complete the required registrations and procedures on a quarterly basis. If we or our PRC option grantees failto comply with these regulations, we or our PRC option grantees may be subject to fines and other legal or administrative sanctions. See "Item 4.B.Information on the Company—Business Overview—Regulation—Regulations on Stock Incentive Plans."We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. On February 3, 2015, SAT issued a Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-TaxResident Enterprises, or SAT Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of SAT Public Notice 7 were abolished. Pursuant toSAT Public Notice 7, as amended, in the event that a non-PRC resident enterprise indirectly transfers equities and other properties of a PRC residententerprise to evade its obligation of paying EIT by implementing arrangements that are not for reasonable commercial purpose, such indirect transfer shall bere-identified and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. Although SAT Public Notice 7 introduced safeharbors for internal group restructurings and the purchase and sale of equity through a public securities market, it brought challenges to both offshoretransferor and transferee (or other person who is obligated to pay34Table of Contentsfor the transfer) of taxable assets. Where a non-PRC resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshoreholding company, which is an Indirect Transfer, the non-PRC resident enterprise as either transferor or transferee, or the PRC entity that directly owns thetaxable assets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC tax authority may disregardthe existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding ordeferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to EIT in China, and the transferee or other person who is obligated topay for the transfer is obligated to withhold applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Boththe transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay thetaxes. We face uncertainties as to the reporting and other implications of past and future private equity financing transactions, share exchange or othertransactions involving transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRCresident companies or other taxable assets by us. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions,and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Public Notice 7. For transfer of shares in ourcompany by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7. As aresult, we may be required to expend valuable resources to comply with SAT Public Notice 7 or to request the relevant transferors from whom we purchasetaxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverseeffect on our financial condition and results of operations. Although it appears that SAT Public Notice 7 is not intended to apply to purchase and sale of shares of publicly traded companies in the open market,SAT Public Notice 7 may be determined by the tax authorities to be applicable to us in our acquisition of equity interests in companies such as Lefeng andOvation, and our non-resident shareholders who acquired our shares outside of the open market and subsequently sell our shares in our private financingtransactions or in the open market if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, weand our non-PRC resident investors may become at risk of being taxed under SAT Public Notice 7 and may be required to expend valuable resources tocomply with SAT Public Notice 7 or to establish that we should not be taxed under SAT Public Notice 7, which may have a material adverse effect on ourfinancial condition and results of operations or such non-resident shareholders' investments in us.It is unclear whether we will be considered a PRC "resident enterprise" under the PRC Enterprise Income Tax Law and, depending on the determinationof our PRC "resident enterprise" status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adverselyaffect our results of operations. Under the EIT Law, which became effective in January 2008 and was amended on February 24, 2017 and December 29, 2018, and its implementationrules, an enterprise established outside of the PRC with a "de facto management body" within the PRC is considered a PRC resident enterprise and will besubject to EIT at the rate of 25% on its global income. The implementation rules of the EIT Law define the term "de facto management bodies" as"establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting,properties, etc., of an enterprise." On April 22, 2009, SAT issued the Notice Regarding the Determination of Chinese-Controlled Offshore IncorporatedEnterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or SAT Circular 82, which was partially amended byAnnouncement on Issues concerning the Determination of Resident Enterprises Based on35Table of Contentsthe Standards of Actual Management Institutions issued by SAT on January 29, 2014, and further partially amended by Decision on Issuing the Lists ofInvalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by SAT on December 29, 2017. SAT Circular 82, as amended,provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporated enterprise is locatedin China. Further, SAT Circular 82 states that certain Chinese-controlled enterprises will be classified as "resident enterprises" if the following are located orresident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial andpersonnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings; and half ormore of the senior management or directors having voting rights. In addition, SAT issued the Bulletin on Promulgation of the Administrative Measures forIncome Tax of Chinese-Controlled Offshore-Incorporated Resident Enterprises (Trial Implementation) on July 27, 2011, effective from September 1, 2011and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, or SAT Bulletin 45, providing more guidance on the implementation of SATCircular 82. SAT Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. See"Item 4.B. Information on the Company—Business Overview—Regulation—Regulations on Tax—PRC Enterprise Income Tax Law and Individual IncomeTax Law." Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups,not those controlled by PRC individuals or foreigners, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect SAT's generalposition on how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises, regardless ofwhether they are controlled by PRC enterprises or individuals. In addition to the uncertainty regarding how the new resident enterprise classification mayapply, it is also possible that the rules may change in the future, possibly with retroactive effect. Although we do not believe that our legal entities organizedoutside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may beconsidered a PRC resident enterprise and may therefore be subject to EIT at 25% on our global income as well as PRC EIT reporting obligations. If we areconsidered a PRC resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25% EIT on our global income could significantlyincrease our tax burden and materially and adversely affect our cash flow and profitability.Dividends and/or interest payable to our foreign investors and gains on the sale of our ADSs or ordinary shares or notes by our foreign investors maybecome subject to taxes under PRC tax laws. Under the EIT Law, as amended, and its implementation regulations issued by the PRC State Council, a 10% PRC withholding tax is applicable todividends and/or interest payable to investors that are non-PRC resident enterprises, which do not have an establishment or place of business in China orwhich have such establishment or place of business but the dividends and/or interest are not effectively connected with such establishment or place ofbusiness, to the extent such dividends and/or interest are derived from sources within China. Similarly, any gain realized on the transfer of ADSs or ordinaryshares or notes by such investors is also subject to PRC tax at a rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if suchgain is regarded as PRC-sourced income. If we are deemed a PRC resident enterprise, dividends and/or interest paid on our ordinary shares or ADSs or notes,and any gain realized from the transfer of our ordinary shares or ADSs or notes, would be treated as PRC-sourced income and would as a result be subject toPRC taxation. See "Item 4.B. Information on the Company—Business Overview—Regulation—Regulations on Tax—PRC Enterprise Income Tax Law andIndividual Income Tax Law." Furthermore, if we are deemed a PRC resident enterprise, dividends and/or interest payable to investors that are non-PRCindividual investors and any gain realized on the transfer of ADSs or ordinary shares or notes by investors may be subject to PRC tax at a rate of 20%, subjectto any reduction or exemption set forth in applicable tax treaties. It is36Table of Contentsunclear whether, if we are considered a PRC resident enterprise, holders of our ADSs or ordinary shares or notes would be able to claim the benefit of incometax treaties or agreements entered into between China and other countries or areas (although we do not expect to withhold at treaty rates if any withholding isrequired). If dividends and/or interest payable to our non-PRC investors, or gains from the transfer of our ordinary shares or ADSs or notes by such investorsare subject to PRC tax, the value of your investment in our ordinary shares or ADSs or notes may be adversely affected.The enforcement of the Labor Contract Law and other labor-related regulations in China may adversely affect our business and our results of operations. On June 29, 2007, the Standing Committee of NPC enacted the Labor Contract Law, which became effective on January 1, 2008 and was amended onDecember 28, 2012. The Labor Contract Law introduces specific provisions related to fixed-term employment contracts, part-time employment, probation,consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collectivebargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged tosign a non-fixed-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agreesto renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have a non-fixed term, with certainexceptions. The employer must pay severance to an employee where a labor contract is terminated or expires, with certain exceptions. In addition, thegovernment has continued to introduce various new labor-related regulations after the effectiveness of the Labor Contract Law. Among other things, it isrequired that that annual leave ranging from five to 15 days be made available to employees and that the employee be compensated for any untaken annualleave days in the amount of three times of the employee's daily salary, subject to certain exceptions. As a result of these new regulations designed to enhancelabor protection and increasing labor costs in China, our labor costs are expected to increase. In addition, as the interpretation and implementation of thesenew regulations are still evolving, we cannot assure you that our employment practice will at all times be deemed in compliance with the new regulations. Ifwe are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operationsmay be adversely affected.Our failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties. Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance,housing funds and other welfare-oriented payment obligations. We have not made adequate employee benefit payments as required under applicable PRClabor laws, but we have recorded accruals for the underpaid amounts in our consolidated financial statements. Our failure in making contributions to variousemployee benefit plans and in complying with applicable PRC labor-related laws may subject us to late payment penalties. If we are subject to such penaltiesin relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.An occurrence of a widespread health epidemic or other outbreaks could materially and adversely affect our business, financial condition and results ofoperations. Our business could be adversely affected by the effects of Influenza A virus subtype H1N1, or the H1N1 virus, Severe Acute Respiratory Syndrome, orSARS, avian influenza or other epidemics or outbreaks on the economic and business climate. A prolonged outbreak of any of these illnesses or other adversepublic health developments in China or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks couldsignificantly impact the online retail37Table of Contentsindustry and cause a temporary closure of the facilities we use for our operations. Such impact or closures would severely disrupt our operations andadversely affect our business, financial condition and results of operations. Our operations could be disrupted if any of our employees or employees of ourpartners were suspected of having the H1N1 virus, SARS or avian influenza, since this could require us or our partners to quarantine some or all of suchemployees or disinfect the facilities used for our operations and may deter our customers or potential customers from purchasing or accepting our products. Inaddition, our business, financial condition and results of operations could be adversely affected to the extent that an outbreak harms the global or Chineseeconomy in general, such as wars, acts of terrorism, snowstorms, earthquakes, fire, floods, environmental accidents, power shortage or communicationinterruptions. Risks Related to Our Ordinary Shares and ADSs The market price for our ADSs has fluctuated and may be volatile. Since we first listed our ADSs on the New York Stock Exchange, or NYSE, on March 23, 2012, the trading prices of our ADSs have been and maycontinue to be subject to wide fluctuations. In 2018, the trading prices of our ADSs on NYSE have ranged from US$4.31 to US$19.14 per ADS, and the lastreported trading price on April 17, 2019 was US$7.82 per ADS. The market price for our ADSs is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:•actual or anticipated fluctuations in our quarterly results of operations and changes of our expected results; •announcements by us or our competitors of new services, acquisitions, strategic relationships, joint ventures or capital investments; •additions to or departures of our senior management personnel; •detrimental negative publicity about us, our competitors or our industry; •changes in financial estimates by securities research analysts; •regulatory developments affecting us, our brand partners or our industry; •changes in the economic performance or market valuations of other Internet, e-commerce or online retail companies in China; •changes in major business terms between our brand suppliers and us; •fluctuations of exchange rates between the Renminbi and the U.S. dollar; •release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and •sales or perceived potential sales of additional equity securities or ADSs. In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operatingperformance of any particular company. The securities of some China-based, U.S.-listed companies have experienced significant volatility since their initialpublic offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of the securities ofthese companies after their offerings may affect the attitudes of investors toward China-based, U.S.-listed companies, which consequently may impact thetrading performance of our ADSs, regardless of our actual operating performance. Furthermore, some negative news and perceptions about inadequatecorporate governance practices or fraudulent accounting, corporate structure including the use of variable interest entities or other38Table of Contentsmatters of other China-based, U.S.-listed companies have negatively affected the attitudes of investors towards China-based, U.S.-listed companies, includingus, in general in the past, regardless of whether we have engaged in any inappropriate activities, and any news or perceptions with a similar nature maycontinue to negatively affect us in the future. These market fluctuations may also materially and adversely affect the market price of our ADSs.Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As aresult, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for anyfuture dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends,the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capitalrequirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and otherfactors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future priceappreciation of our ADSs. There is no assurance that our ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You maynot realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.Substantial future sales or perceived potential sales of our ADSs, ordinary shares, or other equity securities in the public market could cause the price ofour ADSs to decline. Sales of our ADSs, ordinary shares or other equity securities in the public market, or the perception that these sales could occur, could cause the marketprice of our ADSs to decline. As of the date of this annual report, we had 133,101,306 Class A and Class B ordinary shares outstanding, including 92,585,040Class A ordinary shares represented by ADSs. All ADSs representing our Class A ordinary shares are freely transferable by persons other than our "affiliates"without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. Certain holders of our Class A ordinary shares have the right to cause us to register under the Securities Act the sale of their shares. Registration of theseshares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Actimmediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of ourADSs to decline.You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your rightto vote. Except as described in this annual report and in the deposit agreement, holders of our ADSs will not be able to exercise voting rights attached to ordinaryshares represented by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or its nominee as their representative to exercise thevoting rights attached to ordinary shares represented by the ADSs. Upon receipt of your voting instructions, the depositary will vote the underlying ordinaryshares in accordance with these instructions. See "Item 10.B. Additional Information—Memorandum and Articles of Association—Ordinary Shares—VotingRights." We cannot assure you that you will receive the voting materials in time to instruct the depositary to vote the ordinary shares underlying your ADSs, andit is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will as a result not have the opportunity to39Table of Contentsexercise a right to vote. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carryingout voting instructions. Although you may directly exercise your right to vote by withdrawing the ordinary shares underlying your ADSs, you may not beable to do so, on a timely basis or at all, to allow you to vote with respect to any specific matter.Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividendsif it is impractical to make them available to you. We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available toyou in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from theregistration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and theunderlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. Weare under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause a registration statement, if filed, tobe declared effective. There might not be an exemption from registration under the Securities Act available to us for our rights offering. Accordingly, youmay be unable to participate in our rights offerings and may experience dilution in your holdings. The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or otherdeposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSsrepresent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs.For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributionsmay be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.You may be subject to limitations on transfer of your ADSs. Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when itdeems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSsgenerally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of anyrequirement of law or of any government or government body, or under any provision of the deposit agreement, or for any other reason.You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we areincorporated under Cayman Islands law, we conduct substantially all of our operations in China and substantially all of our directors and officers resideoutside the United States. We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries and consolidatedaffiliated entities. Substantially all of our directors and officers reside outside the United States and a substantial portion of their assets are located outside ofthe United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or inChina in the event that you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action ofthis kind, the laws of the Cayman Islands and China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the40Table of Contentscourts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on themerits. Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the CompaniesLaw (2018 Revision), or the Companies Law, and common law of the Cayman Islands. The rights of shareholders to take legal action against us and ourdirectors, actions by minority shareholders and the fiduciary responsibilities of our directors are to a large extent governed by the common law of the CaymanIslands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as fromEnglish common law, which provides persuasive, but not binding, authority in a court in the Cayman Islands. The rights of our shareholders and the fiduciaryresponsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the UnitedStates. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection toinvestors. In addition, shareholders in Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts. As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors orour major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.Our memorandum and articles of association contain anti-takeover provisions that could adversely affect the rights of holders of our ordinary shares andADSs. Our currently effective amended and restated memorandum and articles of association contain certain provisions that could limit the ability of thirdparties to acquire control of our company, including a provision that grants authority to our board directors to establish from time to time one or more seriesof preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. Theprovisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price bydiscouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of controltransactions that holders of our Class A ordinary shares and ADSs may view as beneficial. Our co-founder, chairman, and chief executive officer, Mr. Eric Ya Shen, has considerable influence over important corporate matters. Our ordinary sharesare divided into Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share isentitled to ten votes on all matters that are subject to shareholder vote. Each Class B ordinary share is convertible into one Class A ordinary share at any timeby the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Due to the disparate votingpowers associated with our two classes of ordinary shares, as of March 31, 2019, Mr. Eric Ya Shen beneficially owned approximately 58.7% of the aggregatevoting power of our company. As a result, Mr. Eric Ya Shen has considerable influence over matters such as electing directors and approving materialmergers, acquisitions or other business combination transactions, and he may take actions that are not in the best interest of us or our other shareholders. Thisconcentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover orother change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity tosell their shares at a premium over the prevailing market price.41Table of ContentsWe may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investorsin the ADSs or Class A ordinary shares to significant adverse United States income tax consequences. Depending upon the market price of our ADSs and the nature of our assets and income over time, we could be classified as a "passive foreign investmentcompany," or PFIC, for United States federal income tax purposes. Although the law in this regard is unclear, we treat our consolidated affiliated entities (andtheir subsidiaries) as being owned by us for United States federal income tax purposes, not only because we control their management decisions but alsobecause we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we combine these entities' operating resultsin our consolidated financial statements. If it were determined, however, that we are not the owner of any of our consolidated affiliated entities (or theirsubsidiaries) for United States federal income tax purposes, we would likely be treated as a PFIC for the current taxable year or any future taxable year. Assuming that we are the owner of our consolidated affiliated entities (and their subsidiaries) for United States federal income tax purposes, and basedupon our income and assets and the market price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2018 and donot anticipate becoming a PFIC in the foreseeable future. While we do not expect to become a PFIC, if, among other matters, our market capitalizationdeclines, we may be a PFIC for the current or future taxable years. The determination of whether we are or will be a PFIC will also depend, in part, on thecomposition of our income and assets, which will be affected by how, and how quickly, we use our liquid assets. Because there are uncertainties in theapplication of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, including ascertaining the fairmarket value of our assets on a quarterly basis and the character of each item of income we earn, we can provide no assurance that we will not be a PFIC forthe current taxable year or any future taxable year. If we were to be classified as a PFIC in any taxable year, a U.S. Holder (as defined in "Item 10.E. Additional Information—Taxation—United StatesFederal Income Tax Considerations") would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of UnitedStates federal income tax that a U.S. Holder could derive from investing in a non-United States corporation that does not distribute all of its earnings on acurrent basis. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or Class A ordinary shares, we generally willcontinue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or Class A ordinary shares. For more information see"Item 10.E. Additional Information—Taxation—United States Federal Income Tax Considerations—Passive Investment Company Considerations."As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters.These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listingstandards. As a non-U.S. company with ADSs listed on NYSE, we are subject to the NYSE corporate governance listing standards. However, Section 303A.11 of theNYSE Listed Company Manual permits a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporategovernance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE rules. As we have chosen, and may from timeto time to choose, to follow home country practice exemptions with respect to certain corporate matters, such as the requirement of shareholders' approval foradoption of an equity incentive plan, our shareholders may be afforded less protection under Cayman Islands law than they would under the NYSE rulesapplicable to U.S. domestic issuers. See "Item 16G. Corporate Governance."42Table of ContentsWe incurred increased costs as a result of being a public company, and we cannot predict or estimate the amount of additional future costs we may incuror the timing of such costs. As a public company, we have incurred significant accounting, legal and other expenses that we did not incur when we were a private company,including additional costs associated with our public company reporting obligations. The Sarbanes-Oxley Act of 2002, as well as rules subsequentlyimplemented by SEC and NYSE, requires significantly heightened corporate governance practices for public companies, including Section 404 relating tointernal control over financial reporting. We ceased to be an "emerging growth company" pursuant to the JOBS Act in 2014, since which we have incurredsignificant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules andregulations of SEC. In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in themarket price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention andother resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit.Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, any adverseoutcome of such cases, including any plaintiff's appeal of a judgment in these lawsuits, could materially and adversely affect our business, financialcondition, results of operation, cash flows and reputation. Furthermore, there can be no assurance that our insurance carriers will cover all or part of thedefense costs, or any liabilities that may arise from these matters. We also may be subject to claims for indemnification related to these matters, and we cannotpredict the impact that indemnification claims may have on our business, financial condition or results of operations. We were named as a defendant in twoputative shareholder class action lawsuits filed in May and June 2015 respectively, which lawsuits were consolidated into one action and subsequentlyvoluntarily dismissed without prejudice by the lead plaintiff on November 24, 2015. These putative shareholder class action lawsuits are described in"Item 8.A. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Litigation." ITEM 4. INFORMATION ON THE COMPANYA.History and Development of the Company Our Company We are a holding company incorporated in the Cayman Islands and conduct our business through our subsidiaries and consolidated affiliated entities inChina. We started our operations in August 2008 when our founders established Vipshop Information in China. In order to facilitate foreign investment in ourcompany, our founders incorporated Vipshop Holdings Limited, an offshore holding company in Cayman Islands, in August 2010. In October 2010, VipshopHoldings Limited established Vipshop International Holdings Limited, or Vipshop HK, a wholly-owned subsidiary, in Hong Kong. Subsequently, VipshopHK established a wholly-owned PRC subsidiary, Vipshop China, in January 2011. Along with the growth of our mobile active customers and mobile serviceofferings, Vipshop China formed Guangzhou Pinwei Software Co., Ltd., or Pinwei Software, in 2012 as a research and development center to focus on ourmobile product and solutions. To support our regional business expansion, Vipshop China established a number of wholly-owned PRC subsidiaries that focus on warehousing andlogistics as well as product procurement over the years since 2011. As of December 31, 2018, we mainly rely on the following six principal subsidiaries ofVipshop China to build up our regional logistics network:•Vipshop (Kunshan) E-Commerce Co., Ltd. •Vipshop (Jianyang) E-Commerce Co., Ltd.43Table of Contents•Vipshop (Zhaoqing) E-Commerce Co., Ltd. •Vipshop (Tianjin) E-Commerce Co., Ltd. •Vipshop (Hubei) E-Commerce Co., Ltd. •Chongqing Vipshop E-Commerce Co., Ltd. Foreign ownership of Internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC governmentregulates Internet access, the distribution of online information, and the operation of online commerce through strict business licensing requirements andother government regulations. We, as a Cayman Islands company, and our PRC subsidiary, Vipshop China, as a WFOE, are both restricted from holding thelicenses that are necessary for our online operation in China. To comply with these restrictions, our Vipshop Online Platform is operated by our consolidatedaffiliated entities in China. As part of our efforts to streamline our contractual arrangements among our consolidated affiliated entities during 2017 and 2018,Vipshop E-Commerce currently holds the primary licenses necessary to conduct our Internet-related operations of Vipshop Online Platform in China. We facerisks associated with our corporate structure, as our control over Vipshop E-Commerce is based upon contractual arrangements rather than equity ownership.See "Item 4.C. Information on the Company—Organizational Structure" and "Item 3.D. Key Information—Risk Factors—Risks Relating to Our CorporateStructure and Restrictions on Our Industry." See "Item 4.C. Information on the Company—Organizational Structure" for a diagram illustrating our corporate structure as of the date of this annualreport. From time to time, we have selectively acquired or invested in businesses that complement our existing business, and may continue to do so in the futureto expand and develop our business. See "Item 4.B. Information on the Company—Business Overview—Strategic Investments and Acquisitions" for materialstrategic investments and acquisitions over the past three years. On December 29, 2017, we issued 3,955,473 Class A ordinary shares for approximately US$258.7 million to a JD.com subsidiary and 9,229,437 Class Aordinary shares for approximately US$603.6 million to a Tencent subsidiary, respectively. Our principal executive offices are located at No. 20 Huahai Street, Liwan District, Guangzhou, Guangdong 510370, People's Republic of China. Ourtelephone number at this address is +86 (20) 2233-0000. Our registered office in the Cayman Islands is located at the office of International CorporationServices Ltd., P.O. Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. Our agent forservice of process in the United States is Law Debenture Corporate Services Inc. located at 400 Madison Avenue, 4th Floor, New York, New York 10017. Ourwebsite is http://www.vip.com.B. Business Overview Overview We are a leading online discount retailer for brands in China. We offer high-quality branded products to consumers in China through flash sales mainlyon our Vipshop Online Platform. Flash sales represent an online retail format combining the advantages of e-commerce and discount sales through selling afinite quantity of discounted products or services online for a limited period of time. Since our inception in August 2008, we have attracted a large andgrowing number of consumers and popular brands. We had 331 million registered members and over 138 million cumulative customers, and promoted andsold products for over 29,000 popular domestic and international brands as of December 31, 2018.44Table of Contents Our business model provides a unique online shopping experience for our customers. We offer new sales events daily with a curated selection of popularbranded products at deeply discounted prices in limited quantities during limited time periods, creating the element of "thrill and excitement" associatedwith our unique customer shopping experience. Our strong merchandizing expertise enables us to select the brand composition and product mix of our dailysales events that appeal to our customers, who mostly consist of urban and educated individuals in China who are seeking lifestyle enhancements. We havebuilt a highly engaged and loyal customer base that contributes to our sales growth, while also enabling us to attract new customers primarily through word-of-mouth referrals. A majority of our customers have purchased products from us more than once. Our total number of repeat customers was 34.9 million,41.2 million, and 46.1 million in 2016, 2017, and 2018, respectively, representing 67.1%, 71.3%, and 76.1%, respectively, of the total number of our activecustomers during the same periods. Orders placed by our repeat customers accounted for 93.6%, 95.1%, and 96.6%, respectively, of our total orders during thesame periods. We are a preferred online flash sales channel in China for popular domestic and international brands. We believe that well-known and popular brands areattracted to our platform and services because of our ability to monetize large volumes of their inventory in short periods of time, increase consumerawareness of their brands and products, reach potential customers throughout China, and fulfill their demand for customer data analysis and inventorymanagement. Among the brands that have promoted and sold products on our platform, substantially all of them have returned to pursue additional salesopportunities with us. We strive to optimize every aspect of our operations as we continue to grow our business. We generally have the right to return unsold items for most ofour products to our brand partners. Our logistics operations and inventory management systems are specifically designed to support the frequent sales eventson our Vipshop Online Platform and handle a large volume of inventory turnover. We primarily use our invested and in-house last mile delivery capabilitiesand supplement with quality third-party delivery companies to ensure reliable and timely delivery. We offer consumer financing and supplier financingservices to facilitate and refine shopping experience of our customers and strengthen cooperative relationship with our suppliers. We have developed ourinformation technology (IT) infrastructure to support the surge of visitor traffic to our platform during the peak hours of our daily flash sales. We believe thatour efficient operational and management systems combined with our robust IT infrastructure set a solid foundation for our continuing growth. In December 2017, we entered into strategic cooperation framework agreement and business cooperation framework agreement with a Tencent subsidiaryand JD.com, respectively, to establish a cooperative relationship. Under these agreements, Tencent granted us an access interface on Weixin Wallet, andJD.com granted us access interfaces on JD.com's mobile application and JD.com's Weixin Discovery shopping application, to utilize the traffic from suchplatforms. We began our operations in August 2008 and have grown significantly since then. In 2016, 2017, and 2018, we fulfilled approximately 269.8 million,335.0 million, and 437.4 million customer orders, respectively, and we generated total net revenues of RMB56.59 billion, RMB72.91 billion, andRMB84.52 billion (US$12.29 billion), respectively. In 2016, 2017, and 2018, we generated net income of RMB1.99 billion, RMB1.89 billion, andRMB2.13 billion (US$310.3 million), respectively. Our net income in 2016, 2017, and 2018 reflected non-cash share-based compensation expenses in anaggregate amount of RMB475.7 million, RMB667.1 million, and RMB671.2 million (US$97.6 million), respectively. Our Flash Sales Model Flash sales embody characteristics of value, quality, and convenience that are well suited to brand-conscious consumers in China seeking quality goodsat substantial discounts. Through our flash sales45Table of Contentsmodel, we sell limited quantities of deeply discounted branded products online for limited periods of time. We optimize the brand composition and productmix of our daily sales events based on our strong merchandizing expertise. As of December 31, 2018, we have offered diversified product offerings from over29,000 popular domestic and international brands, including apparel for women, men, and children, handbags and shoes, cosmetics, maternal and babyproducts, consumer electronic products, home goods, and other lifestyle products. We carefully select well-known and popular mid-level to premium brandsand products that appeal to a broad base of consumers with different purchasing powers throughout China. To foster customer confidence of purchasingquality products from our Vipshop Online Platform, we provide limited product quality insurance for our products. We offer new daily sales events twice a day starting at 10 a.m. and 8 p.m. Beijing time, respectively, and our Vipshop Online Platform experiences asurge of visitor traffic in the ensuing two hours as consumers are eager to purchase popular deals of the day before they are sold out. To provide our customerswith a greater opportunity to purchase featured discounted products, each customer is only allowed to purchase limited pieces of the same item, dependingon the categories. Unpaid items in the shopping cart will be automatically returned to the available products pool in 20 minutes. Consequently, customersmust make quick purchase decisions within a limited period of time, adding to the thrill of the experience. Our Vipshop Online Platform Through our user-friendly Vipshop Online Platform, we offer a curated selection of products and services for shoppers of varying age groups and incomelevels throughout China, so that they may shop branded products online with ease and pleasure. Our Vipshop Online Platform is represented by the VipshopApp and the vip.com website. As of the date of this annual report, our Vipshop App has surpassed our vip.com website and become our top portal of the Vipshop Online Platform interms of the numbers of registered members, daily unique visitors and monthly unique visitors. In 2011, we launched Vipshop App for mainstream mobileoperating systems including iOS and Android to increase our customer stickiness and to further enhance customer engagement through mobile devices. Sincethen we have been regularly upgrading Vipshop App, adding new features and engaging celebrities from time to time to promote our brands and VipshopApp. With the support of our big data and business intelligence system and our cloud computing infrastructure, we have been gradually developing featuresof our Vipshop App so as to provide our users with personalized recommendations, smarter and more timely replenishment of out-of-stock goods and efficientinterface to enhance their shopping experience. As of December 31, 2018, revenues generated by our Vipshop App users accounted for over 90% of our totalrevenues. We believe that consumers' increasing reliance on mobile Internet through smartphones and other mobile devices presents opportunities for us tofurther enhance customer experience and increase customer stickiness. Our Vipshop Online Platform offers many user-friendly features that enhance customer experience and convenience:•Browsing. All visitors to our platform can browse and view our sales events, but a customer must register as a member for free in order toparticipate in the sales events. Our platform features a variety of different brands and products for each daily sales. For each featured brand,consumers can view a short flash animation to receive background information on a particular brand. In addition, we provide customers withcurated descriptions and proprietary photographs of each product shown from multiple angles. Our platform also provides advance previews ofupcoming sales of highly sought-after products. We sort our product offerings into different categories, such as "women," "men," "children,""outdoors," "lifestyle," and "accessories" so that our customers can easily find the products they are interested in.46Table of Contents•Daily Sales Events. We launch new sales events twice a day at 10 a.m. and 8 p.m. Beijing time, respectively, and typically last for three ormore days. Each sale item is available in limited quantities and remains on sale only while supplies last. We thoroughly plan in advance ourdaily sales events to offer a balanced and complementary mix of brands and products. •Ordering. To order products on our platform, our customers simply click on a button to add an item to their virtual shopping cart. To executeorders, customers click on the "check-out" button and are prompted to supply shipping details and payment details in the case of first-timecustomers buying from our platform. Repeat customers can access their preferred checkout options after logging on to their Vipshop memberaccounts. Our members can track the status of their purchases and available credits online through their Vipshop member accounts. Customerscan always access our customer service representatives online or by phone for assistance during service time while they are shopping online orafter the order is placed. To diversify our offerings of products and brands that cater to individual preferences, we launched a variety of channels on our Vipshop Online Platformsuch as a channel designated for promotion of chic and trendy branded products called Vipshop Beauty, a channel designed to sell furniture, upholstery, bedand bath, kitchen, home and consumer electronics products called Vipshop Home, a channel designed to sell maternity, infant and children's products calledVipshop Kids, a channel designated for direct purchase of overseas branded products called Vipshop International, and a channel designated for consumerfinancing called Vipshop Finance. We believe that the introduction of these channels provides brands meaningful alternatives to monetize their inventoryquickly and to increase consumer awareness throughout China. In addition to our Vipshop Online Platform, we also operate some offline stores in China to supplement our growth strategy. In 2018, sales through thesestores were immaterial to our business as a whole. Our Brand Partners Since our inception in August 2008, we have attracted a broad and diverse group of brands enabling our Vipshop Online Platform to become the onlineshopping destination of choice for urban, fashion-oriented and value conscious consumers. Our brand partners include primarily brand owners, and to a lesserextent, brand distributors and resellers. As of December 31, 2016, 2017, and 2018, we worked with over 10,000, 13,000, and 17,000 brand partners,respectively. None of the brands accounted for more than 2% of our total revenues in 2016, 2017, and 2018. To date, substantially all of our brand partnershave sought to pursue new sales opportunities with us. We believe that our ability to assist brands in effectively selling their inventory and in fulfilling theirdemand for marketing, customer data analysis and inventory management will attract new brands and build stronger ties with our existing brand partners. Brand Selection and Procurement Brand Selection We have implemented a strict and methodical brand selection process. Our merchandizing team, which consisted of over 1,700 members as ofDecember 31, 2018, is responsible for identifying potential qualified brands based on our selection guidelines. We carefully select prospective brandpartners, choosing to work only with those that are well-known and offer high-quality or premium products that are popular among consumers in China, andthat are willing to provide competitive prices and favorable payment credit and product return terms. We generally select brands that have an establishednetwork of stores in major department stores or shopping malls in China. We seek input from our customers in the brand selection process. Through ourhomepage, consumers can send us suggestions regarding the brands they would like to be able to purchase from us. Once a potential brand is47Table of Contentsidentified, we conduct due diligence reviews on its qualifications, including whether it holds the proper business operation licenses and safety, sanitary andquality certifications, and trademark registration certificates and license agreements in relation to the branded products. This review process helps to ensurethat we maintain a portfolio of brands with high-quality standards and good reputation that can meet our customers' expectations. We generally enter into supply agreements with brands based on our standard form. We regularly communicate with our brand partners to discuss thedates and specific product offerings for particular sales events, striving to achieve favorable results for all constituents. Due to the short-term nature of eachflash sales event, for some brands, we enter into separate agreements for each flash sales event on our Vipshop Online Platform. For other brands with whomwe have established long-term relationships, we often enter into supply agreements with them on an annual basis. As we continue to focus on building long-term relationships with our brand partners, we plan to implement framework agreements with our brand partners with supplemental supply orders for eachflash sales event. In each supply agreement, a brand partner grants us authorization to market and sell products of a particular brand on our Vipshop Online Platform andprovides us with the official description and logo of the brand. In addition, we require our brand partners that contract with us to observe our anti-bribery andanti-corruption policy.Product Selection Our key management team members have extensive experience in the retail industry with insightful knowledge and understanding of consumers' needsand preferences. Before each flash sales event, we consider and analyze historical data, fashion trends, seasonality and customer feedback to project howmany items of a particular product we should offer for the event. To maximize daily sales, we carefully plan our product mix to achieve a balanced andcomplementary product offering across different categories. We effectively gather, analyze and use customer behavior and transaction data through our customer relationship management and business intelligencesystems. In addition to utilizing our customer data to strategize our upcoming flash sales event to enhance the timeliness and relevancy of our productofferings, we also provide some relevant portions of these data to our brand partners to help them optimize their product development and sales andmarketing strategies and further promote additional sales opportunities with us.Inventory Management For brands where we have established long-term relationships, we typically do not pay any deposit on the products we purchase. For other brands,however, we generally pay a deposit ranging from 10% to 100% of the total price for each purchase order. We generally have the right to return unsold items within a period after the end of a sales event. We typically pay for the purchase order in installmentswith the last installment paid upon full settlement of the unsold items or returned products we receive from customers. We typically do not have the right toreturn the unsold products to the brand partners of certain types of products, such as certain sporting goods, cosmetic beauty products and cross-borderproducts. For these products, we have been able to utilize our strong marketing expertise regarding customer preferences to achieve quick inventory turnover. We have implemented an inventory management system to manage the information related to our procurement plan, quality control upon receipt, stockmaintenance, stock deliveries, sales invoicing and sales recording. We use an enterprise resource planning (ERP) system to monitor and actively track48Table of Contentssales data. This system helps us make timely adjustments to our procurement plan and minimize excess inventory.Quality Control In addition to our brand selection process, we have adopted stringent quality assurance and control procedures for products delivered through ourlogistics network. We carefully inspect all products delivered to our logistics centers, rejecting or returning products that do not meet our quality standards orthe purchase order specifications. We also inspect all products before shipment from our logistics centers to our customers. We believe that our strict brandselection process and quality control procedures enable us to ensure the high-quality level of products sold on our Vipshop Online Platform and increasecustomer satisfaction.49Table of Contents Our Product and Service Offerings Product Categories We offer a broad spectrum of apparel, fashion goods, cosmetics, home goods, and lifestyle products from popular domestic and international brands. Thefollowing table illustrates our current product categories: We pay close attention to every aspect of our services to enhance our customers' shopping experience. For each purchase, we arrange items neatly andthoughtfully within each delivery box. Unlike many in-store sales items which have been tried on numerous times, are on display for a lengthy period of timeor may have minor defects, each item purchased from our Vipshop Online Platform is new, contains its original tag and packaging, and must pass our strictquality control inspection prior to shipping.Pricing We price products on our Vipshop Online Platform at significant discounts, typically ranging from 20% to 90% off the original retail price, which is oneof the key elements in the "thrill and excitement" shopping experience that we create. Our attractive pricing is made possible by cost savings50Product Category Product DescriptionWomenswear Women's apparel, featuring a variety of apparel and styles for different age groups, including casualwear, jeans, dresses, outerwear, swimsuits, lingerie, pajamas, and maternity clothes.Menswear Men's apparel, featuring a variety of apparel and styles for different age groups, including casual andsmart-casual T-shirts, stylish polo shirts, jackets, pants, and underwear.Footwear Shoes for women and men designed in a variety of styles, for both casual and formal occasions.Accessories Fashion accessories in various styles and materials for women and men, including belts, fashionablejewelry, watches, and glasses complementing our apparel offerings.Handbags Purses, satchels, duffel bags and wallets in many colors, styles, and materials.Children Apparel, gear and accessories, furnishings and decor, toys and games for boys, girls, infants, andtoddlers of all age groups.Sportswear andsporting goods Sports apparel, sports gear and footwear for tennis, badminton, soccer, and swimming.Consumer electronicproducts Consumer electronic products, covering a wide range of demands, including computers, mobilehandsets, digital cameras, and major home appliances.Cosmetics High-quality, affordable skin care and cosmetic products, including cleansers, lotions, face and bodycreams, face masks, sunscreen, foundations, lipsticks, eye shadows, and nail polish.Home goods andother lifestyleproducts Home goods with an extensive selection of home furnishings, including bedding and bath product,home decor, dining and tabletop items, and small household appliances.Luxury goods Internationally-known premium designer apparel, footwear, and accessories.Gifts andmiscellaneous Snacks, health supplements and occasion-based gifts, such as chocolates, moon-cakes, and tea.Table of Contentsachieved through volume discounts that we receive, in particular for off-season or slower-moving inventory, and the absence of physical retail space andrelated overhead costs. We typically negotiate with our brand partners for prices that are competitive with those offered to other discount sales channels.Other Services The significant scale of our business allows us to provide a variety of services to create value for our business partners and ultimately benefit ourcustomers. Our Internet finance offerings primarily include consumer financing and supplier financing services. Our consumer financing service went live during the fourth quarter of 2015, providing our customers with credit solutions to facilitate their shoppingwith us. Our customers may take advantage of the competitive installment payment options available under Weipin Spend ( in Chinese), ourinstallment plan. Our developing supplier financing business targets our suppliers' need of liquidity and facilitates our inventory procurement. Wei Yidai ( inChinese), our microcredit service, efficiently and conveniently provides secured and unsecured financing to our suppliers. Payment, Fulfillment and Return Payment We provide our customers with the flexibility to choose from a number of payment options. Our payment options include our Vipshop Payment service,cash on delivery, and payment through third-party online payment services, such as tenpay.com. In 2018, our fast-growing Vipshop Payment service wasused to process a significant portion of our total orders, so that we continue to depend less on other payment options. Under the cash on delivery option, ourin-house last mile delivery capabilities, supplemented by a few third-party delivery service providers, deliver products to customers' designated addresses andcollect payment on site. As of December 31, 2018, we had built an extensive distribution network to deliver products and provide our cash-on-deliverypayment option to customers in over 370 cities across China. This payment method not only provides our customers with a secure and convenient paymentoption, but also reduces our operating expenses and payment collection risk as we can combine payment and delivery services by using our in-house lastmile delivery capabilities, without incurring additional fees.Fulfillment We have established a logistics network and warehousing capacity with nationwide coverage. We have adopted a flexible logistics model supported byour robust and advanced warehouse management system. As of December 31, 2018, we delivered over 95% of our orders through our invested and in-houselast mile delivery capabilities. Meanwhile, we use a mix of top delivery companies with nationwide coverage and quality regional or local couriers to ensurereliable and timely delivery.Logistics Network and Warehouse Management System Our logistics network consists of regional logistics hubs and local distribution centers. Our regional logistics hubs are strategically located in Zhaoqingof Guangdong Province in Southern China, Kunshan of Jiangsu Province in Eastern China (which is within close proximity of Shanghai), Jianyang ofSichuan Province in Southwestern China, Tianjin in Northern China, Ezhou of Hubei Province in Central China, and Shenyang of Liaoning Province inNortheastern China. We maintain local distribution centers to facilitate distribution of standardized and frequently purchased products, and we haveestablished several bonded warehouses in China to support our cross-border business.51Table of Contents Our warehouse management system enables us to closely monitor each step of the fulfillment process from the time a purchase order is confirmed withthe brand partners and the product stocked in our logistics centers, up to when the product is packaged and picked up for shipment to a customer. Shipmentsfrom brand partners first arrive at one of our regional logistics hubs, depending on demand from each warehouse. At each logistics hub, inventory is bar-coded and tracked through our management information system, allowing real-time monitoring of inventory levels across our logistics network and itemtracking at each logistics center. As we offer a curated selection of brands and products for each daily sales, our logistics centers and inventory managementsystems are specifically designed to support the frequent sales events on our flash sales platform and a large volume of inventory turnover. In 2016, 2017, and2018, we processed approximately 269.8 million, 335.0 million, and 437.4 million customer orders, respectively. Since 2013, we have been implementing innovative solutions to further enhance our logistics efficiency. The "just-in-time" method, or JIT, allows someof our suppliers to not load inventories to the warehouse before the relevant products are put up for sale. Instead, the suppliers will load inventories to ourwarehouses only within a period of time after being notified when orders have been generated. Compared to the traditional bulk load-in and bulk load-outmethod, JIT enables certain suppliers that have worked with us well to further increase turnover. Moreover, the "third-party logistics" method, or 3PL, allowssome of our suppliers to lease vacant space of our warehouses to manage their supplies. The 3PL increases utilization of our warehouses while enablingcertain suppliers to manage their supplies more efficiently. The combined JIT and 3PL have been implemented for the majority of our business.Delivery Services We deliver orders placed on our Vipshop Online Platform to all areas in China primarily through our invested and in-house last mile delivery capabilitiesand, to a lesser extent, through leading reputable third-party delivery companies with nationwide coverage and quality regional and local couriers. As ofDecember 31, 2018, over 95% of our orders were delivered by our invested and in-house last mile delivery capabilities. For luxury goods orders, we deliverthe products with an "anti-tampering lock" device to further enhance customer trust. For delivery to smaller cities, we use a combination of our invested andin-house last mile delivery capabilities and third-party delivery companies to achieve greater operational efficiency and ensure timely delivery to ourcustomers. We bundle packages for customers in smaller cities within a particular region and ship in bulk to be then delivered locally to our customers. Ouruse of reputable national delivery companies and regional and local couriers to supplement our invested and in-house last mile delivery capabilities allowsus to maintain operational flexibility and accommodate order demand, thereby ensuring high service quality. We leverage our large-scale operations, our strong invested and in-house last mile delivery capabilities and reputation to obtain favorable contractualterms from third-party delivery companies. To reduce the risk of reliance on any single delivery company, we typically contract with two or more regionaldelivery companies in each major city. We regularly monitor and review the delivery companies' performance and their compliance with our contractualterms. We typically negotiate and enter into logistics agreements on an annual basis.Return Policy Due to the limited quantities of each featured flash sales product, we do not normally offer a product exchange service but customers may return productspurchased from our platform. We currently offer our customers an unconditional right of return for a period of seven days on sales from our Vipshop OnlinePlatform upon receipt of products. Our customers can return products purchased on our platform within seven days of receipt of the products as long as theproducts are unused, unwashed, unworn, undamaged and in their original packaging and in original condition. For return of luxury goods, the anti-tamperinglock on the product must remain intact.52Table of Contents Once a customer submits a return application request online or by phone, our customer service representatives will review and process the request orcontact the customer by email or by phone if there are any questions relating to the request. Upon our receipt of the returned product, we credit the customer'sVipshop member account or original payment method with the purchase price. We believe our hassle-free return policies help to increase customer spendingand enhance customer loyalty. Customer Service We believe that our emphasis on customer service enhances our ability to maintain a large and loyal customer base and create a positive customerexperience, encouraging repeat visits and purchases. We have a dedicated customer service team responsible for handling general customer inquiries andrequests, assisting customers with their ordering process, investigating the status of orders, shipments and payments, resolving customer complaints, andproviding other after-sales services. Our customers can contact customer service representatives through our customer service e-mail, real-time online chat, orour customer service hotline 15 hours a day, seven days a week. As of December 31, 2018, our customer service center, located in our Guangzhouheadquarters, had approximately 1,800 well-trained employees. We maintain service quality by carefully selecting personnel, providing our customer service representatives with extensive training, and regularlymonitoring and evaluating the performance of each representative. Each new customer service representative is required to complete a mandatory trainingprogram in Guangzhou, conducted by experienced managers and covering product knowledge, complaint handling, service attitude and communicationskills. To facilitate timely resolution of customer complaints, we also train and empower our customer service representatives to resolve complaints andremedy situations within a specified authorized amount determined based on their seniority without having to get approval from their supervisors. Tomaintain control over the quality of customer services, we do not outsource any of our e-mail, online live chat, or call center customer service operations. Marketing Although historically we have not incurred substantial marketing expense and have been able to build a large base of loyal customers with relatively lowcustomer acquisition cost primarily through word-of-mouth referrals and providing our customers with an enjoyable, satisfying, and rewarding shoppingexperience and using cost-effective marketing means, we intentionally reinvested our profits into marketing to gain market share starting in 2014. Since thesecond quarter of 2014, we have been increasing marketing expenses to strengthen our brand awareness, attract more mobile users, and expand market shareespecially within product categories such as apparel, cosmetics, maternal and baby products. We continued to improve and enhance the element of "thrill and excitement" associated with the customer shopping experience to promote word-of-mouth referrals and repeat customer visits to our Vipshop Online Platform. As part of our viral marketing strategy, we provide various incentives to ourexisting customers to increase their spending and loyalty. Our customers can earn reward points upon registration and for each purchase they make, and mayexchange the reward points for coupons, gifts and lucky draw opportunities on our platform. Our customers may also earn reward points by introducing newmembers and customers to our platform. In addition, we encourage our customers to share their successful flash sales shopping experiences through socialmedia in China. We offer an "easy-to-share" function that enables our customers to easily share their shopping experiences with us on social networkingInternet platforms.53Table of Contents Technology Our IT systems are designed to enhance efficiency and scalability, and play an important role in the success of our business. We rely on a combination ofinternally developed proprietary technologies and commercially available licensed technologies to improve our platform and management systems in orderto optimize every aspect of our operations for the benefit of our customers and brand partners. We have adopted a service-oriented architecture supported by data processing technologies which consists of front-end and back-end modules. Ournetwork infrastructure is built upon self-owned servers located in data centers operated by major PRC Internet data center providers. We are implementingenhanced cloud architecture and infrastructure for our core data processing system to augment our existing virtual private network as we continue to expandour operations in new geographic locations, enabling us to achieve significant internal efficiency through a virtual and centralized network platform. Our front-end modules, which refer to modules supporting the user-interfaces of our platform, mainly include product display, registered member accountmanagement, category browsing, online shopping cart, order processing functions and payment functions. Our front-end modules are supported by ourproprietary content distribution network, dynamic and distributed cluster and a core database, providing our customers with quicker access to the productdisplay they are interested in, and facilitating faster processing of their purchases. We have developed our IT systems to handle a surge of visitor traffic to ourplatform during the peak hours of our twice-per-day sales from 10 a.m. to 12 p.m. and 8 p.m. to 12 a.m. Beijing time, providing our customers with a smoothonline shopping experience. Our back-end modules, which refer to modules supporting our business operations, mainly include customer service, ERP system, warehouse andlogistics management, product information management, business intelligence and administration management systems. Our customer service system mainlyconsists of our customer relationship management system, our audio and online customer service system and our customer data analysis and membershipmanagement system. We believe that we are one of the few PRC e-commerce companies to implement an ERP system, which we have customized to integrateour management of brand partners, accounting and product distribution information. Our warehouse and logistics management system primarily consists ofour warehouse management system and our track data storage and automated warehouse and logistics operations, which allow us to efficiently manage ourinventories, track the products, and deliver the products to our customers on a timely basis. We have designed our product information management systemto perform a variety of functions such as products filing, products photographing, products-information compiling, sample products management, onlinesales scheduling and other functions relating to on-line sales of goods. This system greatly enhances the efficiency of our operations. Our customer relationship management and business intelligence systems enable us to effectively gather, analyze and make use of internally generatedcustomer behavior and proprietary transaction data. We regularly use this information in planning our marketing initiatives for upcoming flash sales andmake profile-based personalized recommendations to enhance our users' shopping experience. We have been working to add more features to ourpersonalized interfaces so that our customers may have unique experience when shopping with us. In addition, we also provide selected data to our brandpartners to help them optimize their product development and sales and marketing strategies. Our business intelligence system is an intelligence system builtwith the proprietary cloud computing infrastructure, providing decision-making intelligence such as dashboards operation, operational analysis, marketanalysis, sales forecasts and products such as anti-fraud filters, precision marketing, personalized recommendations and other application-oriented intelligentproducts that facilitate data-driven decision-making and increase our product sales. Our research and development team has significantly enhanced our cybersecurity efforts against online and offline frauds, risk control and potentialcyber-attacks, such as DDoS and spamming. For54Table of Contentsexample, we have implemented a security response system to deal with online security breaches, as well as a multi-disciplinary risk control program toprotect assets and fight against offline fraudulent issues. We have developed most of the key business modules through our internal IT department. We also license software from reputable third-party providers,such as Manhattan Information System and Oracle, and work closely with these third-party providers to customize the software for our operations. We haveimplemented a number of measures to protect against failure and data loss. We have developed a disaster tolerant system for our key business modules whichincludes real-time data mirroring, daily off-line data back-up and redundancy and load balancing. We believe that our module-based systems are highly scalable, which enable us to quickly expand system capacity and add new features andfunctionality to our systems in response to our business needs and evolving customers' demands without affecting the operation of existing modules. Wehave also adopted rigorous security policies and measures, including encryption technology, to protect our proprietary data and customer information. Intellectual Property We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies, and similar intellectual property as critical to oursuccess, and we rely on trademark, copyright, and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures andcontractual provisions with our employees, partners, service providers, suppliers, and other parties to protect our proprietary rights. As of December 31, 2018,we owned 1,401 registered trademarks, 149 copyrights (including copyrights to 115 software products developed by us relating to various aspects of ouroperations), and 301 registered domain names that are material to our business, including vip.com and vipshop.com. Competition The online flash sales market, as one of the fast-growing categories of the e-commerce market in China, is rapidly competitive and rapidly evolving. Ourprimary competitors include major B2C e-commerce companies in China that sell a broad range of products and services online, such as Alibaba andPinduoduo, and other online discount retail companies in China. We believe we compete primarily on the basis of:•ability to identify products in demand among consumers and source these products on favorable terms from brands; •pricing; •breadth and quality of product offerings; •platform features; •customer service and fulfillment capabilities; and •reputation among consumers and brands. We believe that our early mover advantage and leading market position help us to compete efficiently against our competitors. However, some of ourcurrent and potential competitors may have longer operating histories, larger customer bases, better brand recognition, stronger platform management andfulfillment capabilities and greater financial, technical and marketing resources than we do. See "Item 3.D. Key Information—Risk Factors—Risks Relatingto Our Business and Industry—If we do not compete effectively against existing or new competitors, we may lose market share and customers."55Table of Contents Strategic Investments and Acquisitions To maintain and strengthen our leading market position in China and to supplement our existing business, we constantly evaluate opportunities forstrategic investments in, and acquisitions of, complementary businesses, assets, and technologies and have made such investments and acquisitions from timeto time. We have made the following material strategic investments and acquisitions over the past three years. In February 2015, January 2016, and May 2016, we acquired an aggregate of 96.98% of equity interest in Feiyuan, for a total consideration ofapproximately RMB255.7 million, to boost our warehousing, transportation, and distribution capabilities in southeast China. In September 2016, we acquired 100% of equity interest in Zhejiang Ebatong Technology Co., Ltd., which is a third-party payment service provider, fora total consideration of RMB428.3 million. Zhejiang Ebatong Technology Co., Ltd. changed its name to Zhejiang Vipshop Payment Co., Ltd. following thecompletion of acquisition, and would develop our Internet payment channel. In March 2018, we agreed to invest in the capacity of a passive investor, up to US$250 million in a private equity fund, which focuses on technology-enabled consumer, retail, and related business. As of December 31, 2018, the aggregate amount of our committed capital to the fund was RMB126.1 million. Regulation This section summarizes all of the significant laws and regulations that materially affect our business and operations and the key provisions of such lawsand regulations.Regulations on Foreign InvestmentPRC Foreign Investment Law On March 15, 2019, NPC approved the PRC Foreign Investment Law, which will become effective on January 1, 2020. The PRC Foreign Investment Lawis considered to grant national treatment to FIEs, except that FIEs are subject to certain restrictions or prohibitions if they propose to operate in certainindustries prescribed on a new version of "negative list" to be released by the PRC State Council. However, as the new version of "negative list" has yet to beissued, it is unclear whether it will differ from the Special Administrative Measures for Entrance of Foreign Investment.Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2018 Version) The Special Administrative Measures for Entrance of Foreign Investment (Negative List) (2018 Version), or the 2018 Negative List, which waspromulgated jointly by MOFCOM and NDRC on June 28, 2018 and became effective on July 28, 2018, replaced and partially abolished the GuidanceCatalog of Industries for Foreign Investment (2017 Revision) regulating foreign investment in China. Pursuant to the 2018 Negative List, foreign investorsshould refrain from making investing in any of the prohibited sectors specified in the 2018 Negative List, and foreign investors are required to obtain permitsfor access to other sectors that are listed in the 2018 Negative List but not classified as "prohibited."Regulations on Value-Added Telecommunications Services The PRC government extensively regulates the telecommunications industry, including the Internet sector. The PRC State Council, MIIT, MOFCOM,the State Administration for Market Regulation, or SAMR (established by merging the State Administration for Industry and Commerce, or SAIC, the GeneralAdministration of Quality Supervision, Inspection and Quarantine and the China Food and56Table of ContentsDrug Administration according to the 2018 Institutional Reform Plan), National Radio and Television Administration, or NRTA, Publicity Department of theCentral Committee of the Communist Party of China, or the Publicity Department of the CCCPC, and other relevant government authorities havepromulgated an extensive regulatory scheme governing telecommunications, online sales, and e-commerce. However, China's telecommunications industryand Internet-related industry continue to develop and evolve. As a result, new laws and regulations may be adopted from time to time that will require us toobtain additional licenses and permits in addition to those that we currently have, and will require us to address new issues that arise from time to time. Inaddition, substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to thetelecommunications, online sales and e-commerce. See "Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us."Licenses for Value-Added Telecommunication Services On September 25, 2000, the PRC Telecommunications Regulations, or the Telecom Regulations, were issued by the PRC State Council as the primarygoverning law on telecommunication services. The Telecom Regulations set out the general framework for the provision of telecommunication services byPRC companies. Under the Telecom Regulations, it is a requirement that telecommunications service providers procure operating licenses prior to theircommencement of operations. The Telecom Regulations draw a distinction between "basic telecommunications services" and "value-addedtelecommunications services." A "Catalog of Telecommunications Business" was issued as an attachment to the Telecom Regulations to categorizetelecommunications services as basic or value-added, and was updated to classify the information services such as content service, entertainment and onlinegames services as value-added telecommunications services. The Telecom Regulations were amended in July 2014 in accordance with the Decision of StateCouncil on Amending Certain Administrative Regulations (Order No. 653) and further amended in February 2016 in accordance with the Decision of StateCouncil on Amending Certain Administrative Regulations (Order No.666). On December 28, 2015, MIIT released the Catalog of TelecommunicationBusiness (2015 Revision), or the 2015 Telecom Catalog, which took effect on March 1, 2016. Under the 2015 Telecom Catalog, both the online dataprocessing and transaction processing business (i.e. operating e-commerce) and Internet information business, continue to be categorized as value-addedtelecommunication services, and the Internet information business as defined under the 2015 Telecom Catalog includes information release and deliveryservices, information search and query services, information community platform services, information real-time interactive services, and informationprotection and processing services. On July 3, 2017, MIIT issued the Administrative Measures for Telecommunications Business Operating Permit, or the Telecom Permit Measures, whichtook effect on September 1, 2017, and replaced the administrative measures for telecommunication business operating permit promulgated on March 5, 2009.The Telecom Permit Measures confirm that there are two types of telecom operating licenses for operators in China, namely, licenses for basictelecommunications services and licenses for value-added telecommunications services. The operation scope of the license will detail the permitted activitiesof the enterprise to which it is granted. An approved telecommunication services operator shall conduct its business in accordance with the specificationsrecorded on its VATS License. In addition, a VATS License's holder is required to obtain approval from the original permit-issuing authority prior to anychange to its shareholders. On February 24, 2015, the PRC State Council has issued the Decisions on Cancelling and Adjusting a Batch of AdministrativeApproval Items, which, among others, replaced the pre-registration approval requirement for telecommunications business with post-registration approvalrequirement.57Table of Contents On September 25, 2000, the PRC State Council promulgated the Administrative Measures on Internet Information Services, or the Internet Measures,which was amended in January 2011. Under the Internet Measures, commercial Internet information services operators shall obtain an ICP License, from therelevant government authorities before engaging in any commercial Internet information services operations within China. The ICP License has a term of fiveyears and shall be renewed within 90 days before expiration. As of the date of this annual report, Vipshop E-Commerce held an EDI License valid until December 2022, which is required for providing platformaccess to third-party merchants for their sales of products to further develop our business; Vipshop E-Commerce was preparing to apply for an ICP License,which is required for providing commercial Internet information services; Vipshop Information held a VATS License valid until July 2020 for domestic callcenter services.Foreign Investment in Value-Added Telecommunication Services Pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises promulgated by the PRC State Council onDecember 11, 2001 and amended on September 10, 2008 and February 6, 2016, or the FITE Regulations, the ultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50%. Moreover, for a foreign investor to acquire any equity interest in a value-addedtelecommunication business in China, it must satisfy a number of stringent performance and operational experience requirements, including demonstratinggood track records and experience in operating value-added telecommunication business overseas. Foreign investors that meet these requirements mustobtain approvals from MIIT and MOFCOM or their authorized local counterparts, which retain considerable discretion in granting approvals. Pursuant topublicly available information, the PRC government has issued telecommunications business operating licenses to only a limited number of FIEs, most ofwhich are Sino-foreign joint ventures engaging in the value-added telecommunication business. Under the 2018 Negative List, value-addedtelecommunications services continue to be categorized as restricted industry for foreign investment, and a foreign investor may not hold more than 50% ofequity interest in an operator of value-added telecommunications services, except for e-commerce. On June 19, 2015, MIIT issued the Circular on Removingthe Restrictions on Equity Ratio Held by Foreign Investors in Online Data Processing and Transaction Processing (Operating E-Commerce) Business toamend the relevant provisions in the FITE Regulations, allowing foreign investors to own more than 50% of equity interest in an operator of "operating e-commerce" business. However, foreign investors are still prohibited from holding more than 50% of equity interest in a provider of other subcategories ofvalue-added telecommunications services. The MIIT Circular issued by MIIT in July 2006 reiterated the regulations on foreign investment in telecommunications businesses, which require foreigninvestors to set up FIEs and obtain the applicable VATS License to conduct any value-added telecommunications business in China. Under the MIITCircular, a domestic company that holds a VATS License is prohibited from leasing, transferring or selling the license to foreign investors in any form, andfrom providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications businessillegally in China. Furthermore, the relevant trademarks and domain names that are used in the value-added telecommunications business must be owned bythe local VATS License holder or its shareholders. The MIIT Circular further requires each VATS License holder to have the necessary facilities for itsapproved business operations and to maintain such facilities in the regions covered by its license. In addition, all value-added telecommunications serviceproviders are required to maintain network and information security in accordance with the standards set forth under relevant PRC regulations. We are a Cayman Islands company, and our PRC subsidiary, Vipshop China, is our WFOE under PRC law and thus is restricted from providing value-added telecommunication services, including58Table of ContentsInternet information services, in China. To comply with the PRC regulations noted above, our Vipshop Online Platform is operated by our consolidatedaffiliated entities, each of which is currently owned by PRC citizens, namely, Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong. As part of our efforts tostreamline our contractual arrangements among our consolidated affiliated entities during 2017 and 2018, Vipshop E-Commerce currently holds an EDILicense to operate our platform in China, and it also has registered and holds all significant domain names. To conduct our business in China, our PRC subsidiaries have entered into four sets of contractual arrangements with our consolidated affiliated entities,namely, Vipshop Information, Tianjin Pinjian, Pin Jun Tong and Vipshop E-Commerce. For a detailed discussion of our contractual arrangements, pleaserefer to "Item 4.C. Information on the Company—Organizational Structure."Regulations on Internet Privacy The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of these rights. Inrecent years, PRC government authorities have enacted legislation on Internet use to protect personal information from any unauthorized disclosure. TheInternet Measures prohibit an ICP operator from humiliating or defaming a third party or infringing the lawful rights and interests of a third party.Furthermore, The Decision on Strengthening Network Information Protection promulgated by the Standing Committee of NPC in December 2012 providesthat electronic information that is able to identify identities of citizens or is concerned with personal privacy of citizens is protected by law and shall not beunlawfully obtained or provided. ICP operators collecting or using personal electronic information of citizens shall specify purposes, manners and scopes ofinformation collection and use, obtain consent of citizens concerned, and strictly keep confidential personal information collected. ICP operators areprohibited from disclosing, tampering with, damaging, selling or illegally providing others with personal information collected. Technical and othermeasures are required to be taken by ICP operators to prevent personal information collected from unauthorized disclosure, damage or being lost. ICPoperators are subject to legal liability, including warnings, fines, confiscation of illegal gains, revocation of licenses or filings, closing of websites concerned,public security administration punishment, criminal liabilities, or civil liabilities, if they violate relevant provisions on Internet privacy. Pursuant to theOrder for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT on July 16, 2013, any collection and use of users'personal information must be subject to the consent of the users, abide by the principles of legality, rationality and necessity and be within the specifiedpurposes, methods and scopes. Pursuant to the Ninth Amendment to the Criminal Law issued by the Standing Committee of NPC in August 2015, whichbecame effective in November 2015, any Internet service provider that fails to fulfill obligations to manage information and network security as required byapplicable laws and refuses to rectify upon orders from government authorities, will be subject to criminal penalty if such failure (i) causes dissemination ofillegal information in large scale; (ii) causes user information leaks resulting in severe consequences; (iii) causes serious loss of evidence to criminalinvestigations; or (iv) implicates other severe circumstances. Moreover, any individual or entity that (i) sells or provides personal information to others inviolation of applicable laws, or (ii) steals or illegally obtains any personal information, in either case implicating severe circumstances, will be subject tocriminal penalty. The PRC government, however, has the power and authority to order ICP operators to turn over personal information if an Internet userposts any prohibited content or engages in illegal activities on the Internet. To further regulate cyber security and privacy protection, the PRC Cyber Security Law, which was promulgated on November 7, 2016 and took effect onJune 1, 2017, provides that: subject to certain exceptions, (i) to collect and use personal information, network operators must follow the principles oflegitimacy, rightfulness, and necessity, disclose their rules of data collection and use, clearly express the purposes, means, and scope of collecting and usingthe information, and obtain the consent of the59Table of Contentspersons whose data is gathered; (ii) network operators can neither gather personal information unrelated to the services they provide, nor gather or usepersonal information in violation of the provisions of laws and administrative regulations or the scopes of consent given by the persons whose data isgathered, and must dispose of personal information they have saved in accordance with the provisions of laws and administrative regulations and agreementsreached with users; (iii) network operators cannot divulge, tamper with, or damage the personal information they have collected, and cannot provide thepersonal information to others without the consent of the persons whose data is collected. According to the PRC Cyber Security Law, personal informationrefers to all kinds of information that is recorded electronically or that can otherwise be used to independently identify or be combined with otherinformation to identify natural persons' personal information, including but not limited to natural persons' names, dates of birth, identification numbers,biologically identified personal information, addresses, and telephone numbers. Any Internet information services provider that violates these privacyprotection requirements under the PRC Cyber Security Law and related laws and regulations may be ordered to turn in illegal gains generated from unlawfuloperations and pay a fine of no less than one but no more than ten times of the illegal gains, and may be ordered to cease the relevant business operationswhen the violation is serious. On May 8, 2017, the Supreme People's Court and the Supreme People's Procuratorate issued the Interpretations of the SupremePeople's Court and the Supreme People's Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases InvolvingInfringement of Citizens' Personal Information, or the Personal Information Interpretations, which became effective on June 1, 2017. The Personal InformationInterpretations provides more practical conviction and sentencing criteria for the infringement of citizens' personal information and mark a milestone for thecriminal protection of citizens' personal information. On January 23, 2019, the PRC Office of the Central Cyberspace Affairs Commission and other three authorities jointly issued the Circular on the SpecialCampaign of Correcting Unlawful Collection and Usage of Personal Information via Apps. Pursuant to this circular, (i) app operators are prohibited fromcollecting any personal information irrelevant to their services; (ii) information collection and usage policy should be presented in a simple and clear way,and such policy should be consented by the users voluntarily; and (iii) authorization from users should not be obtained by coercing users with default orbundling clauses or making consent a condition of a service. App operators violating these rules can be ordered by authorities to correct their noncompliancewithin a given period of time, be publicly reported, or ordered to quit its operation or cancel its business license or operational permits. Furthermore, theauthorities issuing this circular will initiate a campaign to correct unlawful collection and usage of personal information via apps from January 2019 throughDecember 2019.Regulations Relating to Distribution of Books and Audio-Video Products We are also subject to regulations relating to the distribution of books and audio-video products. Under the latest Administrative Provisions for thePublication Market, which were jointly promulgated in May 2016 by State General Administration of Press, Publication, Radio, Film and Television, andMOFCOM, and became effective in June 2016, any entity or individual engaging in the distribution of publications, including books, newspapers,periodicals, audio-video products and electronic publications, must obtain an approval from the competent press and publication administrative authorityand receive the Publication Operation Permit. As of the date of this annual report, each of Vipshop E-Commerce, Vipshop China, Vipshop Jianyang, VipshopKunshan, Vipshop Tianjin, Vipshop Hubei, Vipshop Zhaoqing, Vipshop Chongqing, and Vipshop (Shenyang) E-Commerce Co., Ltd., or Vipshop Shenyang,had obtained Publication Operation Permits, valid until December 2021, March 2020, July 2021, March 2020, December 2023, May 2020, December 2020,April 2022, and March 2024, respectively. Furthermore, according to the Notice on Promoting the Healthy Development of Online Distribution of Publications issued by GAPP on December 7,2010, any entities engaging in online60Table of Contentspublications distribution in China shall apply for the Publications Operation Permit with an "online distribution" notation. However, the AdministrativeProvisions for the Publication Market provides that an entity that maintains a valid Publication Operation Permit for the retail sale of publications is onlyrequired to file notice with a competent press and publication administrative authority within 15 days from starting online publications distribution business.As of the date of this annual report, Vipshop E-Commerce, Vipshop China, Vipshop Jianyang, Vipshop Kunshan, Vipshop Hubei, Vipshop Zhaoqing,Vipshop Chongqing, and Vipshop Shenyang are preparing to add the Publication Operation Permits obtained by these entities with "online distribution"notations. As of the date of this annual report, Vipshop E-Commerce, Vipshop Information, Vipshop Kunshan, Vipshop Zhuhai and Vipshop Zhaoqing hadcompleted the notice filing with competent authorities.Regulations on E-Commerce China's e-commerce industry is at an early stage of development and there are few PRC laws or regulations specifically regulating the e-commerceindustry. In May 31, 2010, SAIC adopted the Interim Measures for the Administration of Online Commodities Trading and Relevant Services, or the OnlineCommodities Measures, which took effective on July 1, 2010. Under the Online Commodities Measures, enterprises or other operators which engage inonline commodities trading and other services and have been registered with SAIC or its local branches must make available to the public the informationstated in their business licenses or the link to their business licenses online on their websites. The online distributors must adopt measures to ensure safeonline transactions, protect online shoppers' rights and prevent the sale of counterfeit goods. The information on trading of commodities released by onlinedistributors shall be authentic, accurate, complete and sufficient. On January 26, 2014, SAIC adopted the Administrative Measures for Online Trading, or theOnline Trading Measures, which took effective on March 15, 2014 and repeal the Online Commodities Measures from that day. Under the Online TradingMeasures, the consumer is entitled to return the commodities within seven days from the date after receipt of the commodities without giving a reason, exceptfor the following commodities: customized commodities; fresh and perishable commodities; audiovisual products downloaded online or unpackaged byconsumers and computer software and other digital commodities; and newspapers and journals that have been delivered. The online commodity operatorsshall, within seven days upon receipt of the returned commodities, refund the prices paid by consumers for relevant commodities. In addition, operators shallnot, by using contract terms or by other manners, set out the provisions that are not fair or rational to consumers such as those that exclude or restrainconsumers' rights, relieve or exempt operators' responsibilities, and increase the consumers' responsibilities, and shall not, by using contract terms and bytechnical means, reach transactions in a forcible manner. On September 21, 2012, MOFCOM issued the Administrative Measures on Single Purpose Commercial Prepaid Cards (Tentative), or the Single PurposeCards Measures, which took effect on November 1, 2012 and was amended by the Decision of MOFCOM on Repealing and Revising Certain Regulationsand Regulatory Documents on August 18, 2016. Under the Single Purpose Card Measures, among other things and subject to implementing rules adopted bythe local branch of MOFCOM, the issuer of single purpose commercial prepaid cards, or the Single Purpose Cards, which are defined as the prepaid cards thatcan only be redeemed by the card issuer, the group companies under the same ultimate control of the card issuer, or the franchise entities under one singlebrand same as the card issuer, shall (i) register its card issuance with MOFCOM or its local branches within 30 days, and (ii) adopt sufficient measures tocontrol risks, by means of controlling the total balance of the Single Purpose Cards and providing advance deposit, guarantee insurance, bank guarantee orother commercial guarantee as required. Vipshop E-Commerce issues and sells the Single Purpose Cards to our customers. Vipshop E-Commerce has takensufficient risk control measures as required and has completed the registration formalities with Guangzhou Municipal Commerce Bureau.61Table of Contents To further regulate the e-commerce industry, on August 31, 2018, the Standing Committee of NPC promulgated the PRC E-Commerce Law, which tookeffect on January 1, 2019, providing that e-commerce operators must comply with the principles of voluntariness, equality, fairness, and good faith, abide bylaws, observe business ethics, equally participate in market competition, perform obligations regarding the protection of consumers' rights and interests,environmental protection, intellectual property protection, and the protection of cyber security and personal information, take charge of the quality ofproducts and services, and receive the supervision of the government and the general public. For example, an operator of an e-commerce platform must(i) comply with the requirements for protection of personal safety and property security and the requirements for environmental protection regarding its salesof goods or provisions of services; (ii) disclose information of goods or services fully, truthfully, accurately, and promptly, and protect consumers' right toknow and right to choose; (iii) deliver goods or services to a consumer in accordance with the method and deadline committed or agreed with the consumer,and bear the risks and liability for transportation of goods, except where the consumer separately selects a courier service provider.Regulation on Internet Finance We currently utilize our Vipshop Online Platform to provide various Internet finance services to our customers, and are subject to the regulationsapplicable to our provision of those services. On July 18, 2015, ten PRC government authorities, including PBOC, CSRC, the China Insurance RegulatoryCommission, or CIRC, the China Banking Regulatory Commission, or CBRC, the Ministry of Finance, or MOF; the Ministry of Public Security, MIIT, theLegislative Affairs Office of the State Council, and the State Internet Information Office, jointly issued the Guidance on Promoting the Healthy Developmentof Internet Finance, or the Internet Finance Guidance. The Internet Finance Guidance refers to Internet finance as a new financial business model in whichtraditional financial institutions and Internet companies provide financing, payment, investment, and information intermediary services by using Internettechnologies and information and communication technologies. In accordance with the Internet Finance Guidance, Internet finance is part of the financesector, and Internet finance business operators are still required to comply with the regulations in relation to the provision of each sub-category of specificfinancial services they provide. On April 12, 2016, the General Office of the State Council issued the Notice on Issuing the Implementing Proposals for theSpecial Rectification of Internet Financial Risks. This notice aims to, among others, impose stricter market entry regulation on Internet finance, strengthenmonitoring of funds, encourage whistleblowers with rewards and enhance penalties for violations, and curb unfair competition.Regulation on Microcredit Services We currently offer supplier financing in the form of microcredit services. In 2008, PBOC and CBRC jointly promulgated the Guidance on the PilotEstablishment of Microcredit Companies, which allowed provincial governments to approve the establishment of microcredit companies on a trial basis.Many government authorities at the provincial or equivalent level, including Guangdong and Shanghai, issued local implementing rules on theadministration of microcredit companies pursuant to this guidance. The specific local authority that is in charge of supervision of microcredit business ineach administrative region may vary, and usually is the financial office of the local government. Any entities intend to engage in microcredit business incertain administrative region must obtain an approval from the local authority that is in charge of supervision over the microcredit business in suchadministrative region, and a microcredit company is not permitted to conduct microcredit business outside the administrative region where it is approved toconduct the business. Both national and local level regulations also require, among the other things, the sources of funds of a microcredit company to belimited to the capital contributed by its shareholders, donated fund, and loans from no more than two banking financial institutions provided such loans donot exceed 50% of the net capital of such microcredit company. We currently are permitted to engage in microcredit businesses through two subsidiaries ofVipshop China in Guangzhou and Shanghai, respectively.62Table of ContentsRegulation on Insurance Agency We currently offer insurance products on behalf of insurance companies via our Vipshop Online Platform. Pursuant to the Provisions for the Supervisionand Administration of Professional Insurance Agencies (Revised in 2015), or the Insurance Agency Provisions, promulgated by CIRC in 2015, only entitiesthat satisfy the criteria specified by CIRC and hold an insurance agency business operating permit may be entrusted as the agents of the insurance companiesto engage in insurance business to the extent authorized by the insurance companies and receive commissions from insurance companies. After obtaining theinsurance agency business operation permits, the insurance agents are also required to purchase vocational liability insurance or deposit an amount equal tofive percent of its registered capital as security deposit. In addition, all insurance agents are required to report to CIRC in relation to the changes in its name,registered address, name of its initiator and major shareholder, major shareholder, registered capital, shareholding structure, legal form, articles of association,and in relation to any merger or consolidation, or establishment or de-registration of any branches. The insurance agency business operating permit has avalid term of three years, and all insurance agents are required to apply for extension thirty days before the term of their respective permit expires. Pursuant tothe Circular on Issuing the Interim Measures for the Supervision of Internet Insurance Business promulgated in July 2015 by CIRC, which became effectivein October 2015, insurance institutions must manage and take charge of insurance operations of Internet insurance business including sales, underwriting,settlement of claims, surrender, complaints handling, and customer services. Where a third-party network platform operates and develops the foregoinginsurance business, the operator thereof must have obtained the relevant qualifications for insurance business operation. We engage in insurance agencybusiness through a subsidiary of Vipshop Information, which holds an insurance agency business operating permit that allows us to sell insurance productson behalf of issuance companies. Our insurance agency business operating permit is valid from January 7, 2019 until January 31, 2022.Regulation on Payment Services of Non-Financial Institutions On June 14, 2010, PBOC issues the Administrative Measures for the Payment Services of Non-Financial Institutions, which became effective onSeptember 1, 2010. Under these measures, a non-financial institution must obtain a payment business license, or Payment License, to provide paymentservices and qualifies as a paying institution. With the Payment License, a non-financial institution may serve as an intermediary between payees and payersand provide some or all of the following services: online payment, issuance and acceptance of prepaid card, bank card acceptance, and other paymentservices as specified by PBOC. As of the date of this annual report, we provide online payment services to our customers through a subsidiary of VipshopInformation in Zhejiang, which holds the Payment License valid until June 2022.Regulation on Commercial Factoring Services MOFCOM issued the Notice on the Pilot Launch of Commercial Factoring in June 2012, launched a commercial factoring pilot program in the ShanghaiPudong New Area and the Tianjin Binhai New Area. The MOFCOM further expanded the list of commercial factoring pilot areas to include Guangzhou,Shenzhen in December 2012, and also Chongqing Liangjiang New Area and certain other areas in August 2013. Pursuant to the notices of MOFCOM, localgovernment of those pilot areas promulgated its own rules to implement the pilot program. Under these notices and local implementing rules, commercialfactoring companies may be established in these areas upon the approval of the local counterpart of MOFCOM or other competent authority. The businessscope of a commercial factoring company may include the services of trade financing, management of sales ledgers, investigation and assessment of clientcredit standings, management and collection of accounts receivable and credit risk guarantee. A commercial factoring company is not allowed to conductother financial business, such as63Table of Contentstaking deposits and lending loans, or to specialize in or carry out debt collection. Currently, we provide secured commercial factoring to our suppliersthrough one subsidiary of Vipshop China in Shanghai and one subsidiary of Vipshop Information in Guangzhou.Regulation on Courier Services and Road Transportation Services The Ministry of Transport has promulgated the Administrative Measures for Courier Market in January 2013, and the Administrative Measures forCourier Service Operation Permit (2018 Revision) in October 2018. Pursuant to these provisions, any entity engaging in courier services must obtain acourier service operation permit from the State Post Bureau or its local counterpart and is subject to their supervision and regulation. The State Post Bureauaccepts permit applications for operating courier services across multiple provinces, and provincial post bureaus accept permit applications for operatingcourier services within a province. An entity engaging in courier services that establishes a branch, business department, or any other non-corporate branchoffice must file with the relevant post bureaus where such branch is located and obtain the list of branches. The courier service business must be operatedwithin the permitted scope and valid term of the courier service operation permit. The State Council promulgated the Regulations on Road Transportation in April 2004, which was subsequently amended in September 2012, February2016 and March 2019. Pursuant to the Regulations on Road Transportation, the Ministry of Transport has promulgated the Provisions on Administration ofRoad Freight Transportation and Stations in June 2005 and amended subsequently in July 2008, April 2009, March 2012 and April 2016. According to theseregulations, anyone engaging in the business of operating road transportation and stations must obtain a road transportation operation permit, and eachvehicle used for shipping must have a road transportation certificate. We operate our national delivery and logistics network primarily through a subsidiary of Pin Jun Tong, namely Pinjun Holdings Co., Ltd., or Pinjun, andits subsidiaries and branches. Currently, most of the subsidiaries of Pinjun have all obtained courier service operation permits that allow us to operate anexpress delivery network across the county. Vipshop China, Pinjun and most of subsidiaries and branches of Pinjun have also all obtained road transactionoperation permits that allow us to provide road freight transportation services.Regulations on Sales of Food Sales of food in China must comply with laws and regulations regarding food hygiene and safety. The amended Food Safety Law implemented anadministrative system of food industry, and the China Food and Drug Administration, or CFDA, became the authority in charge of supervision of all food-related business operations, including food production, food distribution and catering services, in China. On August 31, 2015, CFDA issued theAdministrative Measures for Food Business Licensing, which was amended and took effect as of November 17, 2017, which, among others, requires anenterprise engaging in food business to obtain a food business operating permit with a term of five years. As of the date of this annual report, each of VipshopChina, Vipshop Information, Vipshop Jianyang, Vipshop Kunshan, Vipshop Tianjin, Vipshop Hubei, Vipshop Zhaoqing, Vipshop E-Commerce, Vipshop(Xi'an) E-Commerce Co., Ltd., and Vipshop Shenyang held a valid food business operating permit.Regulations on Software Products The Computer Software Copyright Registration Procedures, which were issued by the State Copyright Bureau on February 20, 2002 to further implementthe Computer Software Protection Regulations promulgated by the PRC State Council, as amended, apply to software copyright registration, license contractregistration and transfer contract registration. As of December 31, 2018, we registered 149 copyrights, including 115 software programs in China.64Table of ContentsRegulations on Trademarks Trademarks are protected by the PRC Trademark Law which was adopted in 1982 and subsequently amended in 1993, 2001 and 2013 as well as theImplementation Regulation of the PRC Trademark Law adopted by the PRC State Council in 2002 and subsequently amended in 2014. The TrademarkOffice under SAMR handles trademark registrations and grants a term of ten years to registered trademarks which may be renewed for consecutive ten-yearperiods upon request by the trademark owner. Trademark license agreements must be filed with the Trademark Office for record. The PRC Trademark Law hasadopted a "first-to-file" principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar toanother trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similarcommodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may notprejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and hasalready gained a "sufficient degree of reputation" through such party's use. We have registered 1,200 trademarks in China and 201 trademarks overseas as ofDecember 31, 2018. Under PRC law, any of the following acts will be deemed as an infringement to the exclusive right to use a registered trademark: (i) use of a trademarkthat is the same as or similar to a registered trademark for identical or similar goods without the permission of the trademark registrant; (ii) sale of any goodsthat have infringed the exclusive right to use any registered trademark; (iii) counterfeit or unauthorized production of the label of another's registeredtrademark, or sale of any such label that is counterfeited or produced without authorization; (iv) change of any trademark of a registrant without theregistrant's consent, and selling goods bearing such replaced trademark on the market; or (v) other acts that have caused any other damage to another'sexclusive right to use a registered trademark. According to the PRC Trademark Law, in the event of any of the foregoing acts, the infringing party will be ordered to stop the infringementimmediately and may be imposed a fine; the counterfeit goods will be confiscated. The infringing party may also be held liable for the right holder'sdamages, which will be equal to the losses suffered by the right holder as a result of the infringement, including reasonable expenses incurred by the rightholder for stopping the infringement, or the gains obtained by the infringing party if the losses are difficult to be ascertained. If both gains and losses aredifficult to be ascertained, the damages may be determined by referring to the amount of royalties for the license of such trademarks, which will be one tothree times of the royalties in the case of any serious infringement with malicious intent. If the gains, losses and royalties are all difficult to be ascertained, thecourt may render a judgment awarding damages no more than RMB3 million. Notwithstanding the above, if a distributor does not know that the goods itsells infringe another's registered trademark, it will not be liable for infringement provided that the seller shall prove that the goods are lawfully obtained andidentify its supplier. We source our products from both domestic and international suppliers. Although we have adopted measures in the course of sourcingsuch products to ensure their authenticity and to minimize potential liability of infringing third parties' rights, we can provide no assurance that suchmeasures are effective. In the event that counterfeit products or products that otherwise infringe third parties' rights are sold on our platforms, we could faceinfringement claims and might not be able to prove we should be exempted from liabilities. See "Item 3.D. Key Information—Risk Factors—Risks Relatingto our Business and Industry—We may incur liability for counterfeit or unauthorized products sold or information posted on our platforms."65Table of ContentsRegulations on Domain Names The domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by MIIT on August 24, 2017 andbecame effective on November 1, 2017, which repealed and replaced the Administrative Measures on China Internet Domain Name promulgated onNovember 5, 2004. MIIT is the major regulatory body responsible for the administration of the PRC Internet domain names, under supervision of whichChina Internet Network Information Center, or CNNIC, is responsible for the daily administration of CN domain names and Chinese domain names. OnSeptember 25, 2002, CNNIC promulgated the CNNIC Implementation Rules of Registration of Domain Name, or the CNNIC Rules, which was renewed onJune 5, 2009 and May 29, 2012, respectively. Pursuant to the Administrative Measures on the Internet Domain Names and the CNNIC Rules, the registrationof domain names adopts the "first to file" principle and the registrant shall complete the registration via the domain name registration service institutions. Inthe event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name dispute resolution institution to trigger thedomain name dispute resolution procedure in accordance with the CNNIC Measures on Resolution of the Domain Name Disputes, which was promulgated byCNNIC on May 28, 2012 and amended on September 1, 2014, file a suit to a people's court or initiate an arbitration procedure. We have registered vip.comand other domain names.Regulations on Foreign Currency Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, or the ForeignExchange Regulations, as amended on August 5, 2008. Under the Foreign Exchange Regulations, Renminbi is freely convertible for current account items,including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such asdirect investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of SAFE is obtained and priorregistration with SAFE is made. Though there are restrictions on the convertibility of Renminbi for capital account transactions, which principally includeinvestments and loans, we generally follow the regulations and apply to obtain the approval of SAFE and other relevant PRC government authorities.However, we may not be able to obtain these government registrations or approvals on a timely basis, if at all. If we fail to receive such registrations orapprovals, our ability to provide loans or capital contributions to our PRC subsidiaries and our PRC affiliated entity may be negatively affected, which couldadversely affect our liquidity and our ability to fund and expand our business. On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of thePayment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by an FIE of foreigncurrency into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 requires that the registered capital of an FIE settled inRenminbi converted from foreign currencies may only be used for purposes within the business scope approved by the applicable government authority andmay not be used for equity investments within China. In addition, SAFE strengthened its oversight of the flow and use of the registered capital of an FIEsettled in Renminbi converted from foreign currencies. The use of such Renminbi capital may not be changed without SAFE's approval, and may not in anycase be used to repay Renminbi loans if the proceeds of such loans have not been used. On March 30, 2015, SAFE promulgated the Circular on Reformingthe Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as ofJune 1, 2015 and superseded SAFE Circular 142 on the same date. SAFE Circular 19 launched a nationwide reform of the administration of the settlement ofthe foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using theRenminbi converted from their foreign exchange capitals66Table of Contentsfor expenditure beyond their business scopes. On June 9, 2016, SAFE promulgated the Circular on Reforming and Regulating Policies on the Control overForeign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which took effect on the same date. Pursuant to SAFE Circular 16, FIEs (excludingfinancial institutions) may go through foreign exchange settlement formalities for their foreign debts at their discretion. Violations of such SAFE circularscould result in severe monetary or other penalties. Our ability to transfer to and use in China the net proceeds from our public offerings of equity securitiesmay continue to be significantly limited. On January 18, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuinenessand Compliance Verification, which took effect on the same day. This circular sets out various measures to tighten genuineness and compliance verificationof cross-border transactions and cross-border capital flow, which include without limitation requiring banks to verify board resolutions, tax filing form, andaudited financial statements before wiring FIEs' foreign exchange distribution above US$50,000, and strengthening genuineness and compliance verificationof foreign direct investments.Regulations on Dividend Distribution Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from Vipshop China, which is aWFOE incorporated in China, to fund any cash and financing requirements we may have. The principal regulations governing distribution of dividends ofFIEs include the Foreign-Invested Enterprise Law, as amended on October 31, 2000 and September 3, 2016, and the Implementation Rules of the Foreign-Invested Enterprise Law, as amended on April 12, 2001 and on February 19, 2014. Under these laws and regulations, WFOEs in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordancewith PRC accounting standards and regulations. In addition, WFOEs in China are required to allocate at least 10% of their respective accumulated profitseach year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. WFOEs may, at theirdiscretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserves are not distributableas cash dividends.Regulations on Offshore Financing On July 4, 2014, SAFE issued SAFE Circular 37 to replace SAFE Circular 75 that ceased to be effective on the same date. SAFE Circular 37 requires PRCresidents (including PRC individuals and PRC corporate entities) to register with local branches of SAFE in connection with their direct or indirect offshoreinvestment activities. Under SAFE Circular 37, (i) an "SPV" refers to an offshore entity directly established or indirectly controlled by PRC residents for the purpose of seekingoffshore equity financing or making offshore investment, using legitimate domestic or offshore assets or interests owned by such PRC residents; (ii) "roundtrip investment" refers to the direct investment in China by such PRC residents through the "SPV," including, without limitation, establishing FIEs and usingsuch FIEs to purchase or control onshore assets through contractual arrangements; and (iii) "control" is broadly defined as the operation rights, beneficiaryrights or decision-making rights acquired by the PRC residents in the offshore SPVs or PRC companies by such means as acquisition, trust, proxy, votingrights, repurchase, convertible bonds or other arrangements. SAFE Circular 37 requires PRC residents to complete a foreign exchange registration of overseasinvestment with the competent local branches of SAFE before making capital contribution into an SPV. SAFE Circular 37 further requires filing ofamendment to the registration in the event of any changes with respect to the SPV, including basic information changes such as changes in a PRC residentindividual shareholder, name of SPV or operation period, and67Table of Contentssignificant changes such as changes in the capital contributed by PRC residents, share transfer or exchange, merger, division or other material event. OnFebruary 28, 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, orSAFE Notice 13, which became effective on June 1, 2015. After SAFE Notice 13 becomes effective, application for foreign exchange registration of inboundforeign direct investment and outbound overseas direct investment, including those required under the SAFE Circular 37, will be filed with qualified banksinstead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE. Moreover, any PRC subsidiary of such SPV is required to urge the PRC resident shareholders of the SPV to update their registration with qualified banks.If any PRC resident shareholder of the SPV fails to make the required registration or to update the previously filed registration, the PRC subsidiaries of theSPV may be prohibited from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV alsomay be prohibited from making additional capital contribution into its PRC subsidiaries. All of our shareholders that we are aware of being subject to the SAFE regulations have completed all necessary registrations and amendments with thelocal SAFE branch or qualified banks as required by SAFE Circular 37 by the end of 2018. Please see "Item 3.D. Key Information—Risk Factors—RisksRelating to Our Corporate Structure and Restrictions on Our Industry—PRC regulations relating to the establishment of offshore holding companies by PRCresidents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRCsubsidiaries, limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us."Regulations on Stock Incentive Plans In December 2006, PBOC promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, which became effective on February 1,2007. In January 2007, SAFE issued implementing rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which becameeffective on February 1, 2007 and was partially amended on May 29, 2016 and, among other things, specified approval requirements for certain capitalaccount transactions such as a PRC citizen's participation in employee share ownership plans or share option plans of an overseas publicly-listed company. Pursuant to the Stock Option Rules, which was promulgated by SAFE in February 2012 and replaced the Application Procedures of Foreign ExchangeAdministration for Domestic Individuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas Publicly-Listed Companiesissued by SAFE in March 2007, PRC residents who are granted shares or stock options by companies listed on overseas stock exchanges based on the stockincentive plans are required to register with SAFE or its local branches. Pursuant to the Stock Option Rules, PRC residents participating in the stock incentiveplans of overseas listed companies shall retain a qualified PRC agent, which could be a PRC subsidiary of such overseas publicly-listed company or anotherqualified institution selected by such PRC subsidiary, to conduct SAFE registration and other procedures with respect to the stock incentive plans on behalfof these participants. Such participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options,purchase and sale of corresponding stocks or interests, and fund transfer. In addition, the PRC agents are required to amend the SAFE registration with respectto the stock incentive plan if there is any material change to the stock incentive plan, the PRC agents or the overseas entrusted institution or other materialchanges. The PRC agents shall, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branchesfor an annual quota for the payment of foreign currencies in connection with the PRC residents' exercise of the employee share options. The foreign exchangeproceeds received by the PRC residents from the sale of shares under68Table of Contentsthe stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened bythe PRC agents before distribution to such PRC residents. In addition, the PRC agents shall file each quarter the form for record-filing of information of theDomestic Individuals Participating in the Stock Incentive Plans of Overseas Listed Companies with SAFE or its local branches. In March 2011, March 2012, and July 2014, our board of directors and shareholders adopted the 2011 Stock Incentive Plan, or the 2011 Plan, the 2012Share Incentive Plan, or the 2012 Plan, and the 2014 Share Incentive Plan, or the 2014 Plan, respectively, pursuant to which we may issue stock options toour qualified employees and directors and consultants on a regular basis. After our initial public offering in March 2012, we advised our employees anddirectors participating in our stock incentive plans to handle foreign exchange matters in accordance with the Stock Option Rules. We have been assistingour PRC option grantees to complete the required registrations and procedures on a quarterly basis. However, we cannot assure you that our PRC individualbeneficiary owners and the stock options holders can successfully register with SAFE or in full compliance with the Stock Option Rules. See "Item 3.D. KeyInformation—Risk Factors—Risks Relating to Doing Business in China—Failure to comply with PRC regulations regarding the registration requirements foremployee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions." Further, a notice concerning the individual income tax on earnings from employee share options jointly issued by MOF and SAT and its implementingrules, provide that domestic companies that implement employee share option programs must (i) file the employee share option plans and other relevantdocuments to the PRC tax authorities having jurisdiction over them before implementing such employee share option plans; (ii) file share option exercisenotices and other relevant documents with the PRC tax authorities having jurisdiction over them before exercise by the employees of the share options, andclarify whether the shares issuable under the employee share options mentioned in the notice are the shares of publicly listed companies; and (iii) withholdtaxes from the PRC employees in connection with the PRC individual income tax. We have notified the relevant PRC tax authorities of our share incentiveplans, and have also withheld and paid such taxes in connection with the PRC individual income tax.Regulations on TaxPRC Enterprise Income Tax Law and Individual Income Tax Law The major PRC statutes governing EIT consist of the EIT Law promulgated by NPC on March 16, 2007, effective as of January 1, 2008, amended onFebruary 24, 2017 and December 29, 2018, and its implementing rules promulgated by the State Council on December 6, 2007, effective as of January 1,2008. Under the EIT Law, enterprises are classified as PRC resident enterprises and non-PRC resident enterprises. PRC resident enterprises typically pay anEIT at the rate of 25%. An enterprise established outside of China with its "de facto management bodies" located within China is considered a PRC "residententerprise," meaning that it can be treated in a manner similar to a PRC domestic enterprise for EIT purposes. The implementing rules of the EIT Law definede facto management body as a managing body that in practice exercises "substantial and overall management and control over the production andoperations, personnel, accounting, and properties" of the enterprise. SAT issued SAT Circular 82 on April 22, 2009, which was partially amended by Announcement on Issues concerning the Determination of ResidentEnterprises Based on the Standards of Actual Management Institutions issued by SAT on January 29, 2014, and further partially amended by Decision onIssuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by SAT on December 29, 2017. SAT Circular82, as amended, provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporatedenterprise is located in China, which include all of the following conditions:69Table of Contents(i) the location where senior management members responsible for an enterprise's daily operations discharge their duties; (ii) the location where financial andhuman resource decisions are made or approved by organizations or persons; (iii) the location where the major assets and corporate documents are kept; and(iv) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence. SAT Circular 82further clarifies that the identification of the "de facto management body" must follow the substance over form principle. In addition, SAT issued SATBulletin 45 on July 27, 2011, effective from September 1, 2011 and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, respectively,providing more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprisescontrolled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth inSAT Circular 82 and SAT Bulletin 45 may reflect SAT's general position on how the "de facto management body" test should be applied in determining thetax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or foreignindividuals. Due to the short history of the EIT Law and lack of applicable legal precedents, it remains unclear how the PRC tax authorities will determine the PRCtax resident treatment of a foreign company controlled by individuals like us. We do not believe Vipshop Holdings or Vipshop HK meet all the criteriaprovided by the implementing rules. As holding companies incorporated outside China, neither Vipshop Holdings nor Vipshop HK is controlled by a PRCenterprise or PRC enterprise groups. Their key assets and records, including the resolutions of their respective boards of directors and the resolutions of theirrespective shareholders, are located and maintained outside China. In addition, we are not aware of any offshore holding companies with a similar corporatestructure as ours ever having been deemed a PRC "resident enterprise" by the PRC tax authorities. Therefore, we do not believe Vipshop Holdings or VipshopHK is a PRC "resident enterprise." If, however, the PRC tax authorities determine that Vipshop Holdings or Vipshop HK is a PRC "resident enterprise" for EITpurposes, we would be subject to EIT at a rate of 25% on our worldwide taxable income as well as PRC EIT reporting obligations. We are actively monitoringthe possibility of PRC "resident enterprise" treatment for the applicable tax years and are evaluating appropriate organizational changes to avoid thistreatment, to the extent possible. The EIT Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are"non-PRC resident enterprises," and gains derived by such investors, which (i) do not have an establishment or place of business in China or (ii) have anestablishment or place of business in China, but the relevant income is not effectively connected with the establishment or place of business to the extentsuch dividends and gains are derived from sources within China. The PRC State Council or a tax treaty between China and the jurisdictions in which the non-PRC investors reside may reduce such income tax. Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special AdministrativeRegion for the Avoidance of Double Taxation on Income and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competentPRC tax authority to have satisfied the relevant conditions and requirements, the 10% withholding tax on the dividends the Hong Kong resident enterprisereceives from a PRC resident enterprise may be reduced to 5%. However, based on the Notice on Certain Issues with Respect to the Enforcement of DividendProvisions in Tax Treaties issued on February 20, 2009 by SAT, or SAT Circular 81, if the relevant PRC tax authorities determine, in their discretion, that acompany benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust thepreferential tax treatment. Based on the Circular on Issues concerning the "Beneficial Owner" in Tax Treaties, or SAT Circular 9, issued on February 3, 2018by SAT, which became effective on April 1, 2018, a comprehensive analysis shall be conducted based on the factors set out in the present article and in70Table of Contentscombination with the actual conditions of specific cases, and certain factors which will negatively affect the determination of an applicant's status as a"beneficial owner" are provided, such as the business activities engaged in by the applicant do not constitute substantive business activities. In August 2015,SAT promulgated the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatment under Tax Treaties, or SAT Circular 60, which becameeffective on November 1, 2015 and partially amended on June 15, 2018. SAT Circular 60 provides that non-PRC resident enterprises are not required toobtain pre-approval from the relevant tax authorities in order to enjoy the reduced withholding tax. Instead, non-PRC resident enterprises and theirwithholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply thereduced withholding tax rate, and include necessary forms and supporting documents in the tax filings, which will be subject to post-tax filing examinationsby the relevant tax authorities. If we are considered a PRC resident enterprise and the competent PRC tax authorities consider dividends we pay with respect to our ADSs or ordinaryshares and the gains realized from the transfer of our ADSs or ordinary shares income derived from sources within China, such dividends and gains earned byour non-PRC resident enterprise investors may be subject to EIT at a rate of 10% (or other applicable preferential tax rate if any such non-PRC residententerprises' jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption). Moreover, if we are considered a PRC resident enterprise and the competent PRC tax authorities consider dividends we pay with respect to our ADSs orordinary shares and the gains realized from the transfer of our ADSs or ordinary shares income derived from sources within China, such dividends and gainsearned by non-resident individuals may be subject to PRC individual income tax at a rate of 20% (or other applicable preferential tax rate if any such non-resident individuals' jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption). On February 3, 2015, SAT issued a Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-TaxResident Enterprises, or SAT Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of SAT Public Notice 7 were abolished by Decisionof the State Administration of Taxation on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents effectiveon December 29, 2017 and the Circular on Issues concerning Withholding of Enterprise Income Tax for Non-PRC Resident Enterprises, or the SAT Circular(2017) 37, effective on December 1,2017, respectively. By promulgating and implementing these notices, the PRC tax authorities have enhanced theirscrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-PRC resident enterprise. Pursuant to the SAT PublicNotice 7, as amended, in the event that a non-PRC resident enterprise indirectly transfers equities and other properties of a PRC resident enterprise to evadeits obligation of paying EIT by implementing arrangements that are not for reasonable commercial purpose, such indirect transfer shall be re-identified andrecognized as a direct transfer of equities and other properties of the PRC resident enterprise. The SAT Public Notice 7, as amended, provides clear criteria forassessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through apublic securities market. SAT Public Notice 7 also brings challenges to both offshore transferor and transferee (or other person who is obligated to pay for thetransfer) of taxable assets. Where a non-PRC resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshore holdingcompany, which is an Indirect Transfer, the non-PRC resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxableassets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC tax authority may disregard theexistence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferringPRC tax. As a result, gains derived from such Indirect Transfer may be subject to EIT, and the transferee or other person who is obligated to pay for thetransfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of71Table of Contentsequity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails towithhold the taxes and the transferor fails to pay the taxes. On October 17, 2017, SAT promulgated the SAT Circular (2017) 37, effective on December 1, 2017. Issues concerning withholding of EIT of the China-sourced income, which refers to income obtained from sources within China by non-PRC resident enterprises that (a) do not have an establishment or place ofbusiness in China or (b) have an establishment or place of business in China, but the relevant income is not effectively connected with the establishment orplace of business in China, shall be subject to the SAT Circular (2017) 37. China-sourced income includes income from equity investment such as dividendand bonus, income from interest, rental and royalties, income from property transfer, and other income. Pursuant to the SAT Circular (2017) 37, non-PRCresident enterprises shall pay EIT in relation to their China-sourced income, and the entities which have the direct obligation to make certain payments to anon-PRC resident enterprise shall be the relevant tax withholders for such non-PRC resident enterprise. The tax withholders shall, within seven days of theday on which the withholding obligation occurs, which is the day when the payment is made in fact or becomes due, declare and remit the withholding tax tothe competent tax authority. When declaring and remitting the withholding tax payable, the tax withholders shall complete the Withholding Statement of thePRC for Enterprise Income Tax. In the event that the tax withholder fails to withhold and remit the taxable EIT for a non-PRC resident enterprise, or is unableto perform its obligation mentioned above, the non-PRC resident enterprise shall declare and pay the EIT to the competent tax authority, and complete theWithholding Statement of the PRC for Enterprise Income Tax. We face uncertainties as to the reporting and other implications of past and future private equity financing transactions, share exchange or othertransactions involving transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRCresident companies or other taxable assets by us. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions,and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Public Notice 7. For transfer of shares in ourcompany by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7. As aresult, we may be required to expend valuable resources to comply with SAT Public Notice 7 or to request the relevant transferors from whom we purchasetaxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverseeffect on our financial condition and results of operations. Although it appears that SAT Public Notice 7 are not intended to apply to purchase and sale of shares of publicly traded companies in the open market,the PRC tax authorities may determine that SAT Public Notice 7 are applicable to us in our acquisition of equity interests in companies such as Lefeng andOvation, and our non-resident shareholders who acquired our shares outside of the open market and subsequently sell our shares in our private financingtransactions or in the open market if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose, and we and ournon-resident shareholders may be at risk of being required to file a return and being taxed under SAT Public Notice 7 and we may be required to expendvaluable resources to comply with SAT Public Notice 7 or to establish that we should not be taxed under SAT Public Notice 7.PRC Value-Added Tax in Lieu of Business Tax We conduct product promotional activities for certain brands on our Vipshop Online Platform. Prior to January 1, 2012, pursuant to ProvisionalRegulation of China on Business Tax which was abolished on November 19, 2017 and its implementing rules, any entity or individual rendering services inthe PRC territory is generally subject to a business tax at the rate of 5% on the revenues generated from provision of such services. In November 2011, MOFand SAT jointly issued two circulars setting72Table of Contentsout the details of the VAT Pilot Program, which change business taxes to value-added taxes, or VAT, for certain industries, including, among others,transportation services, research and development and technical services, information technology services, and cultural and creative services. On March 23,2016, MOF and SAT issued the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Taxes in Lieu of BusinessTaxes, or the SAT Circular 36. Effective from May 1, 2016, the PRC tax authorities will collect VAT in lieu of business tax on a trial basis within the PRCterritory, and in industries such as construction industries, real estate industries, financial industries, and living service industries. On November 19, 2017, thePRC State Council issued the Decision on Abolishing the Provisional Regulation of China on Business Taxes and Amending the Provisional Regulation ofChina on Value-Added Taxes, pursuant to which, PRC tax authorities will collect VAT in lieu of business taxes for all industries where business taxes shouldhave been collected within the PRC territory. Pursuant to the Provisional Regulation of China on Value-Added Taxes, as amended in 2017, entities andindividuals that sell goods, provide labor services of processing, repairs or maintenance, or sell services, intangible assets or real property in China, or importgoods to China, are subject to VAT at a rate ranging from 6% to 17%. On April 4, 2018, MOF and SAT jointly promulgated the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment ofValue-Added Tax Rates, or Circular 32, which took effect on May 1, 2018 and was applicable to our company from May 1, 2018 to March 31, 2019.According to Circular 32: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 17% and 11% respectively, tax rates areadjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, the deduction rate is adjusted to10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, the taxesare calculated at the deduction rate of 12%; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export taxrefund rate is adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of11%, the export tax refund rate is adjusted to 10%. To further reduce VAT, on March 30, 2019, MOF, SAT, and the General Administration of Customsjointly promulgated the Announcement on Relevant Policies for Deepening Value-Added Tax Reform, which took effect on April 1, 2019. According to theannouncement: (i) for VAT taxable sales or importation of goods originally subject to VAT rates of 16% and 10%, tax rates are adjusted to 13% and 9%,respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 10%, the deduction rate is adjusted to 9%; (iii) for purchase ofagricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 13%, the taxes are calculated at thededuction rate of 10%; (iv) for exported goods originally subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate is adjusted to13%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 10% and export tax refund rate of 10%, the export tax refundrate is adjusted to 9%.Employment Laws We are subject to laws and regulations governing our relationship with our employees, including wage and hour requirements, working and safetyconditions, and social insurance, housing funds and other welfare. The compliance with these laws and regulations may require substantial resources. The PRC Labor Law, which became effective on January 1, 1995, and was amended on August 27, 2009 and December 29, 2018, and the PRC LaborContract Law, which became effective on January 1, 2008 and was amended on December 28, 2012, permit workers in both state-owned and privateenterprises in China to bargain collectively. The PRC Labor Law and the PRC Labor Contract Law provide for collective contracts to be developed throughcollaboration between the labor union (or worker representatives in the absence of a union) and management that specify such matters as working conditions,wage scales, and hours of work. The laws also permit workers and employers in all73Table of Contentstypes of enterprises to sign individual contracts, which are to be drawn up in accordance with the collective contract. The PRC Labor Contract Law hasenhanced rights for the nation's workers, including permitting open-ended labor contracts and severance payments. The legislation requires employers toprovide written contracts to their workers, restricts the use of temporary labor and makes it harder for employers to lay off employees. It also requires thatemployees with fixed-term contracts be entitled to an indefinite-term contract after a fixed-term contract is renewed twice or the employee has worked for theemployer for a consecutive ten-year period. On October 28, 2010, NPC promulgated the PRC Social Insurance Law, which became effective on July 1, 2011 and was amended on December 29,2018. In accordance with the PRC Social Insurance Law and other relevant laws and regulations, China establishes a social insurance system including basicpension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. On January 19, 2017, theGeneral Office of the State Council promulgated the Circular on Issuing the Pilot Program of Consolidating Maternity Insurance and Employees' BasicMedical Insurance, pursuant to which maternity insurance and basic medical insurance will be consolidated in certain pilot cities during the period of thepilot program. An employer must pay the social insurance for its employees in accordance with the rates provided under relevant regulations and mustwithhold the social insurance that should be assumed by the employees. The authorities in charge of social insurance may request an employer's complianceand impose sanctions if such employer fails to pay and withhold social insurance in a timely manner. Under the Regulations on the Administration ofHousing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a specialhousing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds. Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance,housing funds and other welfare-oriented payment obligations. We have not made adequate employee benefit payments as required under applicable PRClabor laws, but we have recorded accruals for the underpaid amounts in our consolidated financial statements. We believe it is not probable for us to beexposed to any PRC government penalties in relation to the under-paid amount of our employee benefits. However, our failure in making contributions tovarious employee benefit plans and complying with applicable PRC labor-related laws may still subject us to late payment penalties. See "Item 3.D. KeyInformation—Risk Factors—Risks Relating to Doing Business in China—Our failure to make adequate contributions to various employee benefit plans asrequired by PRC regulations may subject us to penalties."74Table of ContentsC.Organizational Structure Corporate Structure The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated affiliated entity as of the date of thisannual report:Notes:(1)Shareholders of Vipshop E-Commerce include our co-founders and shareholders Eric Ya Shen and Arthur Xiaobo Hong, holding 66.7% and 33.3% of the total equity interests in Vipshop E-Commerce,respectively. (2)A subsidiary primarily engaged in warehousing, logistics, product procurement, research and development, technology development, and consulting businesses. (3)Subsidiaries primarily engaged in product procurement business. (4)Subsidiaries primarily engaged in retail businesses in the cities of Jianyang, Kunshan, Tianjin, Zhaoqing, and Ezhou, and the regions around them. (5)A subsidiary primarily engaged in software development and information technology support. Foreign ownership of Internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC governmentregulates Internet access, the distribution of online information and the conduct of online commerce through strict business licensing requirements and othergovernment regulations. We are a Cayman Islands company and our PRC subsidiaries, including Vipshop China, are WFOEs. As a WFOE, Vipshop China isrestricted from holding the licenses that are necessary for our online operation in China. To comply with these restrictions, our Vipshop Online Platform isoperated by our consolidated affiliated entities in China. Following our efforts to streamline75Table of Contentsour contractual arrangements among our consolidated affiliated entities during 2017 and 2018, we began to use Vipshop E-Commerce to operate our mainbusinesses, which had been previously operated by Vipshop Information, without materially altering the substance of our operations. Vipshop E-Commercecurrently holds the primary licenses necessary to conduct our Internet-related operations in China. Most of the business contracts relating to our VipshopOnline Platform previously entered into by Vipshop Information have been replaced with new business contracts entered into by Vipshop E-Commerce withrelevant third parties. In addition, over 1,400 employees and all material fixed assets of Vipshop Information in connection with customer service have beentransferred to Vipshop E-Commerce. Our PRC subsidiaries have entered into four sets of contractual arrangements with our consolidated affiliated entities and their respective shareholders.The one primary set of contractual arrangement that we currently rely on to conduct our main business is entered into by Vipshop China, Vipshop E-Commerce, and shareholders of Vipshop E-Commerce. The other three sets of contractual arrangements include: (i) one set entered into by Vipshop China,Vipshop Information, and shareholders of Vipshop Information; (ii) one set entered into by Vipshop China, Pin Jun Tong, and shareholders of Pin Jun Tong;and (iii) one set entered into by Lefeng (Shanghai) Information Technology Co., Ltd., Tianjin Pinjian, and shareholders of Tianjin Pinjian. VipshopInformation, Pin Jun Tong, and Tianjin Pinjian are currently insignificant to our business. The contractual arrangements enable us to:•exercise effective control over our consolidated affiliated entities; •receive substantially all of the economic benefits of our consolidated affiliated entities through service fees, which are equal to 100% of ourconsolidated affiliated entities' net income and may be adjusted at our PRC subsidiaries' sole discretion, in consideration for the technical andconsulting services provided by our PRC subsidiaries; and •have an exclusive option to purchase, or designate one or more person(s) to purchase, all of the equity interests in our consolidated affiliatedentities to the extent permitted under PRC laws, regulations and legal procedures. We do not have any equity interest in our consolidated affiliated entities. However, as a result of contractual arrangements, we are considered the primarybeneficiary of our consolidated affiliated entities, and we treat them as our consolidated affiliated entities under U.S. GAAP. We have consolidated thefinancial results of our consolidated affiliated entities in our consolidated financial statements included in this annual report in accordance with U.S. GAAP. We face risks with respect to the contractual arrangements with our consolidated affiliated entities and their shareholders. If our consolidated affiliatedentities or their shareholders fail to perform their obligations under the contractual arrangements, our ability to enforce the contractual arrangements that giveus effective control over the consolidated affiliated entities may be limited. If we are unable to maintain effective control over our consolidated affiliatedentities, we would not be able to continue to consolidate their financial results. The revenues generated by our directly owned subsidiaries, apart fromrevenues earned in respect of the relevant contractual arrangements with our consolidated affiliated entities, are primarily derived from our productpromotion activities for brands. In the years ended December 31, 2016, 2017, and 2018, our subsidiaries contributed in aggregate approximately 90.3%,97.8%, and 97.1%, respectively, of our total consolidated net revenues, exclusive of revenues derived from our consolidated affiliated entities. As ofDecember 31, 2016, 2017, and 2018, our holding company and our subsidiaries accounted for an aggregate of 86.5%, 85.5%, and 86.3%, respectively, of ourconsolidated total assets (excluding assets attributable to transactions with our consolidated affiliated entities). For a detailed description of the regulatoryenvironment that necessitates the adoption of our corporate structure, see "Item 4.B. Information on the Company—Business Overview—Regulation." For adetailed description of the risks associated with our corporate structure, see "Item 3.D. Key Information—Risk Factors—Risks Relating to Our CorporateStructure and Restrictions on Our Industry."76Table of Contents Contractual Arrangements Relating to Our Consolidated Affiliated Entities The following is a summary of the material provisions of the agreements for our four sets of contractual arrangements, each among our applicable WFOE,our applicable consolidated affiliated entity, and the shareholders of the applicable consolidated affiliated entity. As of the date of this annual report, the equity holding structures of each of our consolidated affiliated entities are as follows:•Eric Ya Shen and Arthur Xiaobo Hong hold 66.7% and 33.3% of Vipshop E-Commerce, respectively; •Eric Ya Shen and Arthur Xiaobo Hong hold 99.2% and 0.8% of Vipshop Information, respectively; •Eric Ya Shen and Arthur Xiaobo Hong hold 65% and 35% of Pin Jun Tong, respectively; •Eric Ya Shen and Zhihui Yu hold 75% and 25% of Tianjin Pinjian, respectively.Agreements that Provide Us Effective Control over Our Consolidated Affiliated Entities Equity Interest Pledge Agreements. Under each equity interest pledge agreement among our applicable WFOE, our applicable consolidated affiliatedentity, and the shareholders of the applicable consolidated affiliated entity, the shareholders of the applicable consolidated affiliated entity pledge all of theirequity interests in the applicable consolidated affiliated entity to the applicable WFOE to guarantee the applicable consolidated affiliated entity's and itsshareholders' performance of the relevant obligations under the exclusive business cooperation agreement, exclusive option agreement, and loan agreement.If any stipulated event of default occurs, including the failure by the applicable consolidated affiliated entity or its shareholders to perform relevantcontractual obligations under the exclusive business cooperation agreement, exclusive option agreement, or loan agreement, the applicable WFOE, aspledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. Without the applicable WFOE's prior written consent,shareholders of the applicable consolidated affiliated entity cannot transfer or otherwise dispose of, or create or allow the creation of, any encumbrance on thepledged equity interests. The equity interest pledge agreement will remain in full force and effect until all of the obligations of the applicable consolidatedaffiliated entity and its shareholders under the exclusive business cooperation agreement, exclusive option agreement, and loan agreement have been dulyperformed or terminated. Except for Tianjin Pinjian, we have completed registering the pledge of the equity interests in our consolidated affiliated entitieswith the local branches of SAMR. Exclusive Option Agreements. Under each exclusive option agreement among our applicable WFOE, our applicable consolidated affiliated entity, andthe shareholders of the applicable consolidated affiliated entity, the shareholders of the applicable consolidated affiliated entity grant the applicable WFOEan exclusive option to purchase, or designate one or more person(s) to purchase, all or part of their respective equity interests in the applicable consolidatedaffiliated entity at a purchase price equal to the higher of: (i) the amount of registered capital actually contributed by the shareholders; or (ii) a minimumprice permitted by applicable PRC laws. The applicable WFOE may exercise the option by issuing a written notice to the shareholders of the applicableconsolidated affiliated entity. Without the applicable WFOE's written consent, the applicable consolidated affiliated entity and its shareholders may nottransfer, sell, pledge, or otherwise dispose of, or create any encumbrance on, any assets, business, or equity or beneficiary interests of the applicableconsolidated affiliated entity. This agreement will remain in full force and effect for a term of ten years from the date of execution, and may be extended for aperiod to be determined by the applicable WFOE.77Table of Contents Powers of Attorney. Each shareholder of our consolidated affiliated entity has signed an irrevocable power of attorney. Under the powers of attorney,each shareholder of our consolidated affiliated entity has irrevocably appointed the applicable WFOE as his attorney-in-fact to act on his behalf and exerciseall of his rights as a shareholder of the applicable consolidated affiliated entity, including the right to attend shareholder meetings, to exercise voting rights,to appoint directors and senior management of the applicable consolidated affiliated entity, and to effect transfers of all or part of their equity interests in theapplicable consolidated affiliated entity pursuant to the equity interest pledge agreements and exclusive option agreements. The applicable WFOE has theright to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in full force and effect until theshareholder ceases to hold any equity interests in the applicable consolidated affiliated entity.Agreements that Transfer Economic Benefits to Us Exclusive Business Cooperation Agreements. Under each exclusive business cooperation agreement between the applicable WFOE and the applicableconsolidated affiliated entity, the applicable consolidated affiliated entity agrees to engage the applicable WFOE as its exclusive provider of technical,consulting, and other services in relation to its business operations. In consideration of such services, the applicable consolidated affiliated entity will pay tothe applicable WFOE service fees that amount to all of the applicable consolidated affiliated entity's net income. The service fees may be adjusted at theapplicable WFOE's sole discretion based on the services rendered and the operational needs of the applicable consolidated affiliated entity. The applicableWFOE will exclusively own any intellectual property arising from the performance of the exclusive business cooperation agreement. The term of thisagreement is ten years from the date of execution, and may be extended for a period to be determined by the applicable WFOE. The applicable WFOE mayterminate this agreement at any time by giving 30 days' prior written notice. The applicable consolidated affiliated entity has no right to terminate thisagreement unless the applicable WFOE commits gross negligence or fraud.Loan Agreements Under each loan agreement between the applicable WFOE and the shareholders of the applicable consolidated affiliated entity, the applicable WFOEprovided loans to the shareholders of the applicable consolidated affiliated entity solely for the purpose of contribution or increase of registered capital orworking capital of the applicable consolidated affiliated entity. The applicable WFOE has the sole discretion to determine the method of repayment,including requiring the shareholders of the applicable consolidated affiliated entity to transfer their equity interests in the applicable consolidated affiliatedentity to the applicable WFOE or its designated person. In the opinion of Han Kun Law Offices, our PRC legal counsel:•as of the date of this annual report, the ownership structures of our PRC subsidiaries and our consolidated affiliated entities comply with allexisting PRC laws and regulations; •as of the date of this annual report, the contractual arrangements among our PRC subsidiaries, our consolidated affiliated entities and theirrespective shareholders that are governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws orregulations currently in effect; and •as of the date of this annual report, (i) each of our PRC subsidiaries and our consolidated affiliated entities has all necessary corporate powerand authority to conduct its business as described in its business scope under its business license; (ii) the business licenses of our PRCsubsidiaries and our consolidated affiliated entities are in full force and effect; and (iii) each of our PRC subsidiaries and our consolidatedaffiliated entities is capable of suing and being sued and may be the subject of any legal proceedings in PRC courts. To the best of Han KunLaw Offices' knowledge after due inquires, none of our PRC subsidiaries, our consolidated affiliated78Table of Contentsentities or their respective assets is entitled to any immunity, on the grounds of sovereignty, from any action, suit or other legal proceedings;or from enforcement, execution or attachment. We have been advised by our PRC legal counsel, however, that there are substantial uncertainties regarding the interpretation and application of currentand future PRC laws, regulations, and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion ofour PRC legal counsel. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements that establish thestructure for operating our online commerce and the distribution of Internet content in China do not comply with relevant PRC government restrictions onforeign investment in value-added telecommunication, we could be subject to severe penalties, including being prohibited from continuing operations. See"Item 3.D. Key Information—Risk Factors—Risks Relating to Our Corporate Structure and Restrictions on Our Industry—Substantial uncertainties andrestrictions exist with respect to the interpretation and application of PRC laws and regulations relating to online commerce and provision of Internet contentin China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, wecould be subject to severe penalties, including shut-down of our Vipshop Online Platform." and "Item 3.D. Key Information—Risk Factors—Risks Relatingto Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us."D.Property, Plants and Equipment We are headquartered in Guangzhou and have approximately 76,000 square meters of office space, data centers, studio and customer service center. Inthe second half of 2015, we purchased land in Pazhou, Guangzhou for our new office headquarters, and started construction in 2016. We anticipatecompletion in 2020. As of December 31, 2018, we had approximately 3.0 million square meters of warehouse space, of which approximately 1.9 million square meters ofwarehouse space is owned by our company. Additionally, we had approximately 630,000 square meters of leased premises for transit stations and distributionstations, as we have been building out our last mile capability. We lease our premises under operating lease agreements from unrelated third parties. Asummary of our owned and leased properties as of December 31, 2018 is shown below:79Location/Business Space Usage of Property (in square meters) Guangzhou 54,089 Office space, data center, studio and customerservice centerBeijing 2,964 Office spaceShanghai 18,495 Office space and data centerHangzhou 481 Office spaceSub-total 76,029 China Domestic—Owned(1) 1,923,038 Logistics centersChina Domestic—Leased(1) 925,483 Logistics centersCross Border(2) 178,749 Logistics centersSub-total 3,027,270 Notes:(1)Excludes bonded warehouses under customs supervision in China. (2)Includes bonded warehouses under customs supervision in China and overseas warehouses for our cross-border business.Table of Contents Our servers are hosted at leased Internet data centers owned by leading PRC telecommunications carriers. We typically enter into leasing and hostingservice agreements that are renewable from year to year. We believe that our existing facilities are sufficient for our near term needs. Some of these lease agreements include terms of renewal for periods ranging from one to ten years upon expiry of their respective original lease terms,without purchase options or escalation clause. If these lease agreements are not renewed, we are obligated to remove the facilities constructed under certain ofour warehouse space lease contracts, although we expect such related removal costs to be insignificant. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidatedfinancial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statementsbased upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-lookingstatements as a result of various factors, including those set forth under "Item 3.D. Key Information—Risk Factors" or in other parts of this annual report onForm 20-F.A.Operating Results We began our operations in August 2008 and have grown significantly since then. In 2016, 2017, and 2018, we fulfilled approximately 269.8 million,335.0 million, and 437.4 million customer orders, respectively, and we generated total net revenues of RMB56.59 billion, RMB72.91 billion, andRMB84.52 billion (US$12.29 billion), respectively. In 2016, 2017, and 2018, we generated net income of RMB1.99 billion, RMB1.89 billion, andRMB2.13 billion (US$310.3 million), respectively. Our net income in 2016, 2017, and 2018 reflected non-cash share-based compensation expenses in anaggregate amount of RMB475.7 million, RMB667.1 million, and RMB671.2 million (US$97.6 million), respectively. Our business and operating results are affected by general factors affecting the online retail market in China, including China's overall economic growth,the increase in per capita disposable income, the growth in consumer spending and retail industry and the expansion of Internet penetration. Unfavorablechanges in any of these general factors could affect the demand for products we sell and could materially and adversely affect our results of operations. Our results of operations are also affected by the regulations and industry policies related to the online retail market. Although we have generallybenefited from the PRC government's policies to encourage economic growth, we are also affected by the complexity, uncertainties and changes in the PRCregulation of the Internet industry. Due to PRC legal restrictions on foreign equity ownership of and investment in the online retail sector in China, we relyon contractual arrangements with our consolidated affiliated entities and their shareholders to conduct most of our business in China. We face risksassociated with our control over our consolidated affiliated entities, as our control is based upon contractual arrangements rather than equity ownership. For adescription of these contractual arrangements, see "Item 4.C. Information on the Company—Organizational Structure." For a detailed description of theregulatory environment that necessitates the adoption of our corporate structure, see "Item 4.B. Information on the Company—Business Overview—Regulation." For a detailed description of the risks associated with our corporate structure, see "Item 3.D. Key Information—Risk Factors—Risks Relating toOur Corporate Structure and Restrictions on Our Industry."80Table of Contents The major factors affecting our results of operations and financial condition are discussed below. Net Revenues We derive revenues primarily from the sale of products offered on our Vipshop Online Platform. Generally, we offer our customers an unconditional rightof returning products purchased for a period of seven days upon receipt of products. The associated revenues are recognized at the point of time when thegoods have been accepted by the customers. Our net revenues are recorded net of VAT and related surcharges. The following table sets forth the key factors that directly affect our net revenues for the periods indicated: Cost of Revenues Our cost of revenues consists primarily of cost of merchandise sold and inventory write-down. We procure inventory from our brand partners and ourinventory is recorded at the lower of cost or net realizable value. Cost of inventory is determined using the weighted average cost method. Operating Expenses Our operating expenses consist of (i) fulfillment expenses, (ii) marketing expenses, (iii) technology and content expenses, and (iv) general andadministrative expenses. The following table sets forth the components of our operating expenses both in absolute amount and as a percentage of total netrevenues for the periods indicated: Fulfillment expenses. Fulfillment expenses primarily consist of shipping and handling expenses, packaging expenses, and logistics center rentalexpenses, as well as compensation and benefits of our logistics staff. Our shipping and handling expenses were RMB2.58 billion, RMB3.83 billion, andRMB4.50 billion (US$654.3 million) in 2016, 2017, and 2018, respectively. Our fulfillment services utilize regional logistics hubs and rely on qualityregional and local couriers. We expect to continue to invest in our logistics network and warehousing capacity to support our long-term growth. We expectour fulfillment expenses to continue to increase in absolute amount as a result of our continued business growth.81 For the Year Ended December 31, 2016 2017 2018 Total net revenue (RMB in thousands) 56,591,302 72,912,313 84,523,948 Active customers (in thousands) 52,100 57,800 60,500 Average net revenues per active customer (RMB) 1,086 1,261 1,397 Total orders (in thousands) 269,800 335,000 437,400 Average orders per active customer 5.2 5.8 7.2 For the year ended December 31, 2016 2017 2018 RMB'000 % RMB'000 % RMB'000 US$'000 % Fulfillment expenses 4,904,526 8.7 6,899,654 9.5 7,489,393 1,089,287 8.8 Marketing expenses 2,837,680 5.0 2,978,621 4.1 3,240,450 471,304 3.8 Technology and content expenses 1,563,582 2.8 1,808,452 2.5 2,000,894 291,018 2.4 General and administrative expenses 1,941,146 3.4 2,447,724 3.3 2,674,179 388,943 3.2 Total operating expenses 11,246,934 19.9 14,134,451 19.4 15,404,916 2,240,552 18.2 Table of Contents Marketing expenses. Marketing expenses primarily represent advertising expenses incurred in connection with our brand promotional activities, aswell as compensation and benefits of our marketing staff. As we enhance our brand awareness by engaging in additional brand promotional activities, weexpect our marketing expenses to increase in the foreseeable future. Technology and content expenses. Technology and content expenses primarily consist of the compensation and benefits of our IT staff,telecommunications expenses, and expenses incurred in creating content for our sales events on our platform, including model fees and professionalphotography expenses. As we continue to expand our IT capabilities to support our anticipated growth, we expect our technology and content expenses tocontinue to increase in the foreseeable future. General and administrative expenses. General and administrative expenses primarily consist of compensation and benefits of our headquarters andadministrative staff, rental expenses, costs for professional services, payment processing fees and other administrative and overhead expenses. As our businessfurther grows and we continue to incur increased costs related to our ongoing compliance and reporting obligations under U.S. securities laws as a publiccompany, we expect our general and administrative expenses to continue to increase in the foreseeable future. Seasonality Our results of operations are subject to seasonal fluctuations. For example, our revenues are relatively lower during the holidays in China, particularlyduring the Chinese New Year period which occurs in the first quarter of the year, when customers tend to do less shopping, both online and offline.Furthermore, sales in the retail industry are typically significantly higher in the fourth quarter of the year than in the preceding three quarters. Thisseasonality of our business, however, was not apparent historically as each quarter had greater revenues than the prior quarter due to the rapid growth in salesthat we experienced in recent years. Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax in the CaymanIslands.Hong Kong Our subsidiary incorporated in Hong Kong is subject to the uniform tax rate of 16.5%. Under Hong Kong tax law, it is exempted from the Hong Kongincome tax on its foreign-derived income and there are no withholding taxes in Hong Kong on the remittance of dividends. Hong Kong income tax wasprovided in our consolidated financial statements for the years ended December 31, 2016, 2017, and 2018, as our Hong Kong subsidiary generated assessableincome in 2016, 2017, and 2018.PRC Our PRC subsidiaries and consolidated affiliated entities are companies incorporated under PRC law and, as such, are subject to EIT on their taxableincome in accordance with the relevant PRC income tax laws. Under the EIT Law and its implementation rules, both of which became effective on January 1,2008, a uniform 25% EIT rate is generally applicable to both FIEs and domestic enterprises, unless they qualify for certain exceptions. Our subsidiaries andthe consolidated affiliated entities in the PRC are all subject to the EIT rate of 25% for the periods presented, except for certain subsidiaries, includingVipshop (Jianyang) E-Commerce Co., Ltd., or Vipshop Jianyang, Chongqing Vipshop E-Commerce Co., Ltd., or Vipshop Chongqing, Vipshop (Zhuhai) E-Commerce Co., Ltd., or Vipshop Zhuhai and Pinwei Software, that enjoyed the following preferential tax treatment on an annual82Table of Contentsrenewal basis. Vipshop Jianyang and Vipshop Chongqing were classified as "encouraged enterprises in the western regions in an industry sector encouragedby the PRC government" and enjoyed a preferential tax rate of 15%. Vipshop Zhuhai also enjoyed a preferential tax rate of 15% similarly. The term"encouraged enterprise in an industry sector encouraged by the PRC government" as used herein refers to an enterprise incorporated in certain region whoseprimary business falls into the scopes of the encouraged industries stipulated in the existing related policies, including Catalogue of Encouraged Industriesin the Western Region, Industrial Restructuring Guidance Catalogue (2011 Version), as amended in 2013, Catalogue for the Guidance of Foreign InvestmentIndustries, as amended in 2017 and partially abolished in 2018, Catalogue of Foreign-invested Advantage Industries in Central-Western Region, as amendedin 2017, Circular of the Ministry of Finance and the State Administration of Taxation on the Preferential Enterprise Income Tax Policies and Catalogue forHengqin New Area of Guangdong Province, Pingtan Comprehensive Experimental Area of Fujian Province, and Qianhai Shenzhen-Hong Kong ModernService Industry Cooperation Zone of Shenzhen City. Pinwei Software was classified as a high and new technology enterprise and entitled to a preferentialtax rate of 15% pursuant to Article 28 of the EIT Law for the periods from January 1, 2015 to December 31, 2016. Subsequent to the year ended December 31,2017, Pinwei Software applied and was classified as "State Planning Key Software Enterprise" by the local tax authority and entitled to a preferential tax rateof 10% pursuant to Circular Caishui (2012) 27 starting from the beginning of 2018. We evaluate the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technicalmerits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2017, and 2018, we did not have any unrecognized taxbenefits. We do not anticipate any significant increase to our liability for unrecognized tax benefit within the next 12 months. We will classify interest andpenalties related to income tax matters, if any, in income tax expense. Under the EIT Law and its implementation rules, dividends from Vipshop China are subject to a withholding tax of 10%, unless there is a tax treaty withChina that provides for a different withholding arrangement. The amount of tax loss carry forwards of our PRC subsidiaries and consolidated affiliated entity was RMB702.7 million, RMB1.09 billion, andRMB1.45 billion (US$210.6 million) as of December 31, 2016, 2017 and 2018, respectively. We provided a valuation allowance for the deferred tax assetsrelating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31, 2016, 2017 and 2018,respectively, as our management is not able to conclude that the future realization of some of such net operating loss carry forwards is more likely than not. As of December 31, 2016, 2017, and 2018, we had VAT recoverable of approximately RMB555.9 million, RMB791.2 million, and RMB770.9 million(US$112.1 million), respectively. VAT recoverable occurs due to timing difference on operation of certain entities, as we record the revenue and VAT outputwhen goods are delivered, but VAT input invoice from suppliers may be delayed. We also had VAT tax payable of RMB258.2 million, RMB526.0 million,and RMB749.1 million (US$109.0 million), as of December 31, 2016, 2017, and 2018, respectively, included as tax payable. We do not net off VATrecoverable and payable from different entities within our group companies. For more information on PRC tax regulations, see "Item 4.B. Information on the Company—Regulation—Regulations on Tax" and "Item 10.E.Additional Information—Taxation—People's Republic of China Taxation." Critical Accounting Policies We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect ourreported amount of assets and liabilities and the83Table of Contentsdisclosure of contingent assets and liabilities as of the date of the financial statements, and reported amounts of revenue and expenses during the reportingperiods. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience andvarious other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financialreporting process, actual results could differ from our expectations as a result of changes in our estimates. A accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertainat the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that arereasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following accounting policies involve a higherdegree of judgment and complexity in their application and require us to make significant accounting estimates. Significant accounting estimates reflected inour financial statements include inventory write-down, valuation of goodwill and intangible assets acquired in the business acquisitions, valuation ofsignificant other investments impairment assessment and valuation of receivables from consumer financing. Changes in facts and circumstances may result inrevised estimates. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidatedfinancial statements and other disclosures included in this annual report.Revenue recognition On January 1, 2018, we adopted Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is thenew comprehensive revenue recognition standard that supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and mostindustry-specific guidance. The core principle of the accounting guidance is that an entity should recognize revenue when it transfers promised goods orservices to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Theaccounting guidance also requires additional disclosure regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising fromcustomer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfil a contract. Weadopted ASU 2014-09 on January 1, 2018 for all revenue contracts with customers using the modified retrospective approach, while prior period amounts arenot adjusted and continue to be reported in accordance with our historical accounting under Accounting Standards Codification ("ASC") 605. Following the adoption of ASU 2014-09 and the associated ASUs (collectively, "Topic 606") on January 1, 2018, we recognize revenue when ourcustomer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods orservices. To determine revenue recognition for the arrangements that we determine are within the scope of Topic 606, we perform the following five steps:(i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate thetransaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the entity satisfies a performance obligation. In periods prior to the adoption of Topic 606, our accounting policy was to recognize revenue when persuasive evidence of an arrangement exists,products are delivered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.Product revenue recognition We derive a majority of our revenue from product revenue. We recognize revenue from the sale of apparel, fashion goods, cosmetics, home goods, andlifestyle products as well as other merchandise84Table of Contentsthrough our Vipshop Online Platform. We utilize in-house delivery capabilities and third-party delivery companies to deliver goods to our customers. Werecognize revenue at the point of time when the goods have been accepted by the customers. The customers have the options to pay for the goods in advance,upon acceptance of the goods, or over an agreed-upon installment period. The delivery day estimate was determined based on the average delivery days forsales made during the last month of the reporting period, derived from customer locations and delivery reports. A one-day change in the estimated good in-transit period would result in an increase or decrease of approximately RMB239.0 million (US$34.8 million) to our total net revenues in 2018. Our revenue was recorded net of surcharges and VAT of gross sales. Surcharges are sales-related taxes representing the city maintenance and constructiontaxes and education surtaxes. Our revenues also include fees charged to customers for shipping and handling expenses. We incur expenses or pay fees to in-house delivery services and third-party delivery companies, respectively, and record such expenses and fees as shipping and handling expenses.Return rights We offer customers with an unconditional right of return for a seven-day period upon receipt of the products on sales from our Vipshop Online Platform.We reduce product revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns and recorded asa refund liability included in accrued expenses and other current liabilities, and the estimated inventories in transit subject to those estimated returns areincluded in inventories on the consolidated balance sheets.Principal versus agent accounting We record all product revenue on a gross basis. To determine whether we are a principal or an agent in the sale of products, we consider the followingindicators: (i) whether we are primarily responsible for fulfilling the promise to provide the specified goods or services, (ii) whether we are subject toinventory risks before the specified goods or services have been transferred to a customer or after transfer of control to the customers, and (iii) whether wehave discretion in establishing the price of the specified goods or services.Membership reward program We grant Weipin Coins to customers when they purchase goods from our Vipshop Online Platform. Weipin Coins can be offset against payments whencustomers make their future purchases. Upon adoption of Topic 606, we consider Weipin Coins as a separate performance obligation and allocate the transaction price proportionally betweenthe products sold and the Weipin Coins granted on a relative standalone selling price basis in consideration of the likelihood of future redemption and theequivalent value per Weipin Coin when it is redeemed. There is no significant impact upon adoption of Topic 606 other than that the deferred incomerecorded is considered a contract liability. As of December 31, 2018, we recorded deferred income related to Weipin Coins of RMB150,240. New members who register on our Vipshop Online Platform or existing members introducing new members to our Vipshop Online Platform will begranted free Weipin Coins. These Weipin Coins are not relating to prior sales and are recorded as reduction of revenue at the time of use. In June 2017, we launched a Super VIP Membership program, which allows our paying members to enjoy certain privileges. The revenue relating to themembership fee is recognized straight-line over the period of the membership.85Table of ContentsOther revenues Other revenues consist of commissions or income from (i) platform access, (ii) logistics services to external customers, (iii) promotional and advertisingservices, (iv) inventory and warehouse management services, and (v) interest income from microcredit and consumer financing. We charge fees to third-party merchants to access our platform for sales of their products. We are not primarily responsible for fulfilling the promisedcontracts, as we do not bear the inventory risk, nor have the discretion in establishing prices. Upon successful sales on our Vipshop Online Platform, we willcharge third-party merchants commission fees. Commission fees are recognized on a net basis at the point of sales of products. Other revenue from providing logistics services to external customers are recognized upon the completion of the performance of services. Other revenue from promotional and advertising services and inventory and warehouse management services are recognized over the period duringwhich the services are provided, net of VAT. In connection with our product revenues, certain approved customers have the option to pay for the goods over an installment period up to 24 months.Significant financing component exists in sales paid by installments. We elected the practical expedient not to adjust the promised amount of considerationfor the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less.For the contracts with installment period over 12 months, the transaction price is adjusted for the effects of the time value of money equivalent to theamounts charged in separate financing transaction between we and our customers at contract inception. The revenues derived from the financing service isrecognized straight-line over the installment period and included in other revenues.Remaining performance obligations Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. As ofDecember 31, 2018, we had RMB1.47 billion of unfulfilled performance obligations for product goods to be passed to customers, and RMB355.0 million ofperformance obligations relating to Weipin Coins granted to customers and Super VIP Membership fees. We expect to recognize revenue for the remainingperformance obligations within the next year. The remaining performance obligations are accounted under advance from customers and deferred income. The remaining performance obligation in relation to the financing service represents the remaining period of financing benefit to the customer per theagreed-upon installment period.Disaggregation of revenue We disaggregate our revenue from different types of contracts with customers by principal product categories, as we believe it best depicts the nature,amount, timing, and uncertainty of our revenue and cash flows.Contract balances The estimated inventories in transit relating to estimated returns are contract assets included in inventories. As of January 1, 2018 and December 31,2018, the balance of contract assets was RMB140,361 and RMB151,117, respectively. Our contract liabilities consist of prepayments from customers, unredeemed Weipin Coins, and Super VIP Membership program and estimated return. Asof January 1, 2018 and December 31, 2018, the balance of the contract liabilities was RMB1.56 billion and RMB1.95 billion, respectively, included inadvances from customers, deferred income, and accrued expenses and other current liabilities.86Table of Contents All contract liabilities as of January 1, 2018 were recognized as revenue during the year ended December 31, 2018 and all contract liabilities as ofDecember 31, 2018 are expected to be realized in the following year.Inventory write-down Inventory is stated at the lower of cost or net realizable value. Cost of inventory is determined using the weighted average cost method. Net realizablevalue is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Adjustments arerecorded to write-down the cost of inventory to the estimated net realizable value for slow-moving merchandise and damaged goods. The amount of write-down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, andpromotional environment. We assess the inventory write-down based on different product categories and applies a certain percentages based on aging and quality. We classify allgoods into the following two categories: non-returnable goods and returnable goods. Non-returnable goods cannot be returned to suppliers and generalinventory write-down of different percentages are applied to these goods within the different aging categories. These percentages were developed based onhistorical write-down on these different types of goods. In addition to general write-down, specific write-down will also be applied to non-returnable goods ifassessed to be needed based on the factors mentioned above. Returnable goods will have no general write-down based on aging and quality but specificwrite-down will be made at the end of each reporting periods based on forecast sales, conditions of the goods, and planned promotions. Write-down are recorded in cost of revenues in the consolidated statements of income and comprehensive income.Accounts receivable from consumer financing business Accounts receivable from consumer financing are stated at the historical carrying amount net of allowance for uncollectible accounts. We establish anallowance for uncollectible accounts receivable based on our best estimates after considering our historical experience and other factors surrounding thecredit risk of specific customers. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstandinghistorical balance or when we have determined that it is not probable for the balance to be collected. Judgement is required to determine the allowance amounts by reference to the aging analysis by past due date and whether such amounts are adequate tocover potential bad debts, and periodic reviews are performed to ensure such amounts continue to reflect the best estimates of the losses inherent in theoutstanding portfolio of loans. We recorded the allowance for the uncollectible accounts receivable in the amount of RMB43.6 million, RMB121.8, andRMB113.8 million (US$16.6 million) in relation to receivables from consumer financing business as of December 31, 2016, 2017, and 2018, respectively. Ifthe conditions underlying these estimates change significantly in the future, the amount of the allowance for doubtful accounts will also change accordingly.Intangible assets with indefinite lives Intangible assets with indefinite lives represent the purchase price of the payment license in a business combination in 2016. The payment license wasdetermined to have an indefinite life. In determining its indefinite life, we considered the following: (i) the expected use of the intangible, (ii) the longevityof the license, (iii) the legal, regulatory, and contractual provisions that affect their maximum useful life, (iv) our ability to renew or extend the asset's legal orcontractual life without substantial costs, (v) effects of the regulatory environment, (vi) maintenance expenditures required to87Table of Contentsobtain the expected future cash flows from the asset, and (vii) considerations for obsolescence, demand, competition, and other economic factors. Intangible assets with indefinite lives is not amortized but is tested for impairment on an annual basis as of December 31, and in between annual testswhen an event occurs or circumstances change that could indicate that the asset might be impaired. In 2016, 2017 and 2018, we have conducted the qualitative impairment test and the qualitative assessment indicated that it was more likely than not thatour indefinite lived intangible assets are not impaired.Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment as of December 31 on an annual basis, and in between annual tests when an eventoccurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASC 350-20 "Goodwill," we first have the option toassess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine,as a result of our qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the performanceof the two-step quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test compares the fair valueof each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment lossequal to the difference between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including identifying reporting units, assigning assets, liabilities,and goodwill to each reporting unit, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The fair value of eachreporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding the reporting unit's future operating performance arerevenue growth rates, costs of goods and operating expenses growth rates, discount rates, and terminal values. Changes in these estimates and assumptionscould materially affect the determination of fair value for each reporting unit. In 2016, 2017, and 2018, we have conducted the qualitative impairment test to compare the carrying value of the reporting units, including assignedgoodwill, to its respective fair value. Based on the qualitative impairment assessment, it was determined that it is more likely than not the fair values of thereporting units tested exceeded their carrying amounts and, therefore a quantitative impairment test for goodwill was not required. We concluded thatgoodwill was not impaired as of December 31, 2016, 2017, and 2018.Recent Accounting PronouncementsASU 2016-02 In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," and associated ASUs relating to Topic 842, which requires organizations thatlease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by these leases. The new guidance requires that alessee recognize assets and liabilities for leases, and recognition, presentation, and measurement in the financial statements will depend on its classificationas a finance or operating lease. In addition, the new guidance will require disclosures to help investors and other financial statement users better understandthe amount, timing, and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from current U.S. GAAP but does containsome targeted88Table of Contentsimprovements to align with Topic 606, the new revenue recognition guidance issued in 2014. The new standard is effective for fiscal years, and interimperiods within these fiscal years, beginning after December 15, 2018, and early adoption is permitted. The ASU 2016-02 requires a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial adoption.An entity may choose to use either (i) the effective date or (ii) the beginning of the earliest comparative period presented in the financial statements at thedate of initial application. We have elected to apply the transition requirements on the January 1, 2019 effective date rather than at the beginning of theearliest comparative period presented. This approach allows a cumulative effect adjustment in the period of adoption, and prior periods will not be restated.In addition, we have elected the package of practical expedients permitted under the transition guidance, which does not require reassessment of priorconclusions related to contracts containing a lease, lease classification, and initial direct lease costs. As an accounting policy election, we will exclude short-term leases (with terms of 12 months or less) from the balance sheet presentation and will account for non-lease and lease components in a contract as a singlelease component for all asset classes. We analyzed the impact of ASU 2016-02 across all lease arrangements to evaluate and implement the new standard and we have substantially completedthe implementation of system updates to facilitate compliance with accounting and reporting requirements. We continue to enhance accounting systems andupdate business processes and controls relating to the new guidance for leases. Collectively, these activities are expected to enable us to meet the newaccounting and disclosure requirements upon adoption on January 1, 2019. We have finalized the evaluation of the impact upon adoption and estimated anincrease of lease-related assets and liabilities of approximately RMB451.4 million in the consolidated balance sheets. We do not expect the impact on ourconsolidated statements of income and consolidated statements of cash flows to be material.ASU 2016-13 In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments," which is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments heldby financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting datebased on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now useforward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted,although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment todetermine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financialstatement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standardsof an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amountsrecorded in the financial statements. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchasedfinancial assets with credit deterioration. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,2019. Based on our financial instruments and risk management policies as of December 31, 2018, application of ASU 2016-13 in the future may have impacton the measurement of our financial assets. The expected credit loss model may result in earlier provision of credit losses which are not yet incurred inrelation to our financial assets measured at amortized cost. It should be noted that the above assessments were made based on an analysis of our financialassets and financial liabilities as of December 31, 2018 on the basis of the facts and circumstances that existed at that date. As facts and circumstances may89Table of Contentschange during the period leading up to the initial date of application of ASU 2016-13, the assessment of the potential impact is subject to change.ASU 2017-04 In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." Theupdate simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual, or interim, goodwillimpairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for theamount by which the carrying amount exceeds the reporting unit's fair value. The update also eliminates the requirements for any reporting unit with a zero ornegative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entitystill has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update shouldbe applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. The update iseffective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim orannual goodwill impairment tests performed on testing dates after January 1, 2017. The guidance should be applied prospectively upon its effective date. Wedo not anticipate that the adoption of ASU 2017-04 will have a material impact on the consolidated financial statements.ASU 2018-13 In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirementsfor Fair Value Measurement," which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financialstatements. The amendments in the new guidance remove, modify, and add certain disclosure requirements related to fair value measurements covered inTopic 820, "Fair Value Measurement." The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning afterDecember 15, 2019. Early adoption is permitted for either the entire standard or only the requirements that modify or eliminate the disclosure requirements,with certain requirements applied prospectively, and all other requirements applied retrospectively to all periods presented. We do not anticipate that theadoption of ASU 2018-13 will have a material impact on the consolidated financial statements.ASU 2018-17 In October 2018, the FASB issued ASU No. 2018-17, "Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities,"which modifies the guidance related to indirect interests held through related parties under common control for determining whether fees paid to decisionmakers and service providers are variable interest. ASU 2018-17 is effective for fiscal years, and interim periods within those fiscal years, beginning afterDecember 15, 2019 and early adoption is permitted. We do not anticipate that the adoption of ASU 2018-17 will have a material impact on the consolidatedfinancial statements. Inflation Inflation in China has not historically materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2016, 2017, and 2018 in China were increases of 2.1%, 1.8%, and 1.9%, respectively.Although we have not been materially affected by inflation since our inception, we cannot assure you that we will not be affected in the future by higher ratesof inflation in China.90Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentagesof our net revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annualreport. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.91 For the Year Ended December 31, 2016 2017 2018 RMB'000 % RMB'000 % RMB'000 US$'000 % Product revenues 55,281,900 97.7 71,171,653 97.6 81,510,275 11,855,178 96.4 Other revenues 1,309,402 2.3 1,740,660 2.4 3,013,673 438,321 3.6 Total net revenues 56,591,302 100.0 72,912,313 100.0 84,523,948 12,293,499 100.0 Cost of revenues(1) (42,994,688) (76.0) (56,618,471) (77.7) (67,454,981) (9,810,920) (79.8)Gross profit 13,596,614 24.0 16,293,842 22.3 17,068,967 2,482,579 20.2 Operating expenses(2) —Fulfillment expenses(3) (4,904,526) (8.7) (6,899,654) (9.5) (7,489,393) (1,089,287) (8.8)—Marketing expenses (2,837,680) (5.0) (2,978,621) (4.1) (3,240,450) (471,304) (3.8)—Technology and contentexpenses (1,563,582) (2.8) (1,808,452) (2.5) (2,000,894) (291,018) (2.4)—General and administrativeexpenses (1,941,146) (3.4) (2,447,724) (3.3) (2,674,179) (388,943) (3.2)Total operating expenses (11,246,934) (19.9) (14,134,451) (19.4) (15,404,916) (2,240,552) (18.2)Other operating income 358,029 0.6 531,055 0.8 757,062 110,110 (0.9)Income from operations 2,707,709 4.8 2,690,446 3.7 2,421,113 352,137 2.9 Impairment loss of investments (114,574) (0.2) (133,026) (0.2) (20,073) (2,919) (0.0)Interest expense (85,195) (0.2) (82,435) (0.1) (159,744) (23,234) (0.2)Interest income 107,044 0.2 101,125 0.1 242,872 35,324 0.3 Exchange gain/(loss) 51,100 0.1 (90,872) (0.1) 71,065 10,336 0.1 Gain on disposal or revaluation ofinvestments — — 55,615 0.1 191,842 27,902 0.2 Income before income tax andshare of equity methodinvestees 2,666,084 4.7 2,540,853 3.5 2,747,075 399,546 3.3 Income tax expense (601,828) (1.1) (626,140) (0.9) (566,604) (82,409) (0.7)Share of loss of equity methodinvestees (71,489) (0.1) (22,280) (0.0) (46,999) (6,836) (0.1)Net income 1,992,767 3.5 1,892,433 2.6 2,133,472 310,301 2.5 Net loss/(income) attributable tonon-controlling interests 44,050 0.1 57,222 0.1 (4,685) (681) (0.0)Net income attributable toordinary shareholders 2,036,817 3.6 1,949,655 2.7 2,128,787 309,620 2.5 Notes:(1)Excludes shipping and handling expenses, and includes inventory write-down which amounted to RMB303.2 million, RMB206.7 million, and RMB440.8 million(US$64.1 million) in the years ended December 31, 2016, 2017, and 2018, respectively.Table of ContentsSegment Information We historically had only one reporting segment. In 2017, we adjusted our reporting segmentation in light of the development of our Internet financebusiness. We currently report our results of operations in two segments, namely Vip.com and Internet finance business. Vip.com represents our e-commercebusiness, while the Internet finance businesses mainly include consumer financing, supplier financing services and microcredit services. Accordingly, weupdated the presentation of the reportable segments for preceding years to conform to the presentation of the current year.92(2)Include share-based compensation expenses as set forth below: For the year ended December 31, 2016 2017 2018 RMB'000 RMB'000 RMB'000 US$'000 Allocation of Share-based Compensation Expenses* Fulfillment expenses (38,428) (73,235) (73,151) (10,639)Marketing expenses (38,459) (40,364) (41,063) (5,972)Technology and content expenses (183,122) (206,073) (203,594) (29,612)General and administrative expenses (215,644) (347,426) (353,402) (51,400)Total (475,653) (667,098) (671,210) (97,623)*The share-based compensation expenses for 2016 included RMB475.7 million share-based compensation expenses in connection with share options and non-vested sharesgranted to our executive officers, independent directors, and employees. The unrecognized share-based compensation expenses relating to share options and non-vestedshares were RMB243 thousand and RMB1.24 billion, and were expected to be recognized over a weighted-average period of 0.25 years and 4 years on a straight-linebasis as of December 31, 2016, respectively. The share-based compensation expenses for 2017 included RMB667.1 million share-based compensation expenses inconnection with share options and non-vested shares granted to our executive officers, independent directors, and employees. The unrecognized share-based compensationexpenses relating to share options and non-vested shares were RMB162.9 million and RMB1.43 billion, and were expected to be recognized over a weighted averageperiod of 3 years and 2.72 years on a straight-line basis as of December 31, 2017, respectively. The share-based compensation expenses for 2018 includedRMB671.2 million (US$97.6 million) share-based compensation expenses in connection with share options and non-vested shares granted to our executive officers,independent directors, and employees. The unrecognized share-based compensation expenses relating to share options and non-vested shares were RMB131.4 million(US$19.1 million) and RMB1.20 billion (US$175.0 million), and were expected to be recognized over a weighted average period of 2 years and 2.32 years on a straight-line basis as of December 31, 2018, respectively. See "Item 5.A. Operating and Financial Review and Prospects—Operating Results—Critical Accounting Policies—Share-based compensation" for details.(3)Include shipping and handling expenses, which amounted to RMB2.58 billion, RMB3.83 billion, and RMB4.50 million (US$654.3 million) in the years ended December 31,2016, 2017, and 2018, respectively.Table of Contents The following table sets forth our segment operating results for the years ended December 31, 2016, 2017, and 2018. The following table sets forth interest income and interest expenses (included in the measurement of segment profit or loss) for the years endedDecember 31, 2016, 2017, and 2018.93 For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Segment Net Revenues Vip.com 56,567,945 72,875,234 84,159,609 Internet finance business 114,735 249,726 753,752 Inter-segment revenues(1) (91,378) (212,647) (389,413)Total 56,591,302 72,912,313 84,523,948 Segment Income/(Loss) from Operations Vip.com 3,665,649 4,063,238 3,353,658 Internet finance business (172,750) (366,025) (215,459)Unallocated expenses(2) (785,190) (1,006,767) (717,086)Total 2,707,709 2,690,446 2,421,113 Notes:(1)Inter-segment revenues mainly consist of payment processing and financing services provided by the Internet finance business to Vip.com and promotion services provided byVip.com to Internet finance business. (2)Unallocated expenses include share-based compensation and amortization of intangible assets resulting from business acquisitions, which are not allocated to segments. For the Year Ended December 31, 2016 2017 2018 RMB RMB RMB Segment Interest Income Vip.com 105,495 192,052 232,494 Internet finance business 29,931 4,252 36,946 Inter-segment interest income (28,382) (95,179) (26,568)Total 107,044 101.125 242,872 Segment Interest Expense Vip.com (84,151) (55,821) (103,504)Internet finance business (29,426) (121,793) (82,808)inter-segment interest expense 28,382 95,179 26,568 Total (85,195) (82,435) (159,744)Table of Contents The following table sets forth assets information in the Internet finance segment reviewed by our management. The results of operations of our Internet finance business are summarized as follows. Net Revenues. Net revenues from our Internet finance business increased from RMB114.7 million in 2016 to RMB249.7 million andRMB753.8 million (US$109.6 million) in 2017 and 2018, respectively, primarily due to an increase in our sales volume with payment processing andfinancing services provided by the Internet finance business, and our developing consumer financing and supplier financing business. Operating expenses. Operating expenses mainly consist of compensation and benefits of our staff, provision for allowance for consumer financing, andinterest expense. Our compensation and benefits increased from RMB116.5 million in 2016 to RMB221.0 million and RMB348.9 million (US$50.7 million)in 2017 and 2018, respectively, primarily due to the expansion of the Internet finance and increasing staffing demand. Provision for allowance for consumerfinancing increased from RMB43.6 million in 2016 to RMB121.8 million and RMB113.8 million (US$16.6 million) in 2017 and 2018, respectively, whichis in line with the expansion of consumer financing business. Interest expense increased from RMB29.4 million in 2016 to RMB121.8 million andRMB82.8 million (US$12.0 million) in 2017 and 2018, respectively, primarily due to an increase in intra-group funding to support the Internet financingbusiness. Our Vip.com segment contributes to a significant majority of our results of operations, which are compared and analyzed on a year-on-year basis asfollows.Comparison of 2017 and 2018 Net Revenues. Our total net revenues increased from RMB72.91 billion in 2017 to RMB84.52 billion (US$12.29 billion) in 2018, primarily due to anincrease in the number of active customers and total orders. The number of our active customers increased from 57.8 million in 2017 to 60.5million in 2018.The number of our total orders increased from 335.0 million in 2017 to 437.4 million in 2018, primarily due to an increase in the number of active customersand increased shopping frequency during the period, which in turn was primarily due to overall growth in the industry, our further optimized productselection, and enhancement of our warehousing capabilities, merchandising, and IT infrastructures. Through our six regional logistics hubs, we were able tocontinue tailoring our product offerings to regional customer demographics and offer additional sales events and SKUs in 2018. 96.6% of the total orders wefulfilled in 2018 were placed by repeat customers, as compared to 95.1% in 2017. Cost of Revenues. Our cost of revenues increased from RMB56.62 billion in 2017 to RMB67.45 billion (US$9.81 billion) in 2018, primarily due to asignificant increase in products procured from our brand partners in line with our significantly higher sales volume.94 For the Year EndedDecember 31, 2017 2018 RMB Segment Assets Vip.com 30,158,119 34,867,619 Internet finance business 7,824,701 8,695,044 Total 37,982,820 43,562,663 Table of Contents We recorded RMB206.7 million and RMB440.8 million (US$64.1 million) in inventory write-down in 2017 and 2018, respectively. In addition,inventory write-down as a percentage of costs of goods sold, was 0.4% in 2017 and 0.7% in 2018. Such write-down primarily reflected the estimated netrealizable value of damaged or obsolete inventory. The increase in write-down from 2017 to 2018 was due to intense market competition and the specialsales promotions we took that are more likely to result in write-down attributable to the significant discounts offered. The amount we write down is calculated based on factors such as whether the goods are returnable to vendors, inventory aging, damages, historical andforecast consumer demand, and the promotional environment. We assess the inventory write-down based on different product categories and apply a certainpercentage based on aging and quality. We classify all goods into the following two categories:•Non-returnable Goods. These goods cannot be returned to suppliers and general inventory write-down of different percentages are applied tothese goods within the different aging and quality categories. These percentages were developed based on historical write-down on thesedifferent types of goods. In addition to general write-down, specific write-down will also be applied to non-returnable goods if assessed to beneeded based on the factors mentioned above. •Returnable Goods. Returnable goods will have no general write-down based on aging, but a specific write-down will be made at the end ofeach reporting period based on forecast sales, conditions of the goods and planned promotions. Gross Profit and Gross Margin. As a result of the foregoing, our gross profit increased from RMB16.29 billion in 2017 to RMB17.07 billion(US$2.48 billion) in 2018. Our gross margin decreased from 22.3% in 2017 to 20.2% in 2018, primarily due to the increasing promotional activities and salesto drive growth of users and orders via our platform. Operating Expenses. Our operating expenses increased from RMB14.13 billion in 2017 to RMB15.40 billion (US$2.24 billion) in 2018, primarily dueto the following factors:•Fulfillment expenses. Our fulfillment expenses increased from RMB6.90 billion in 2017 to RMB7.49 billion (US$1.09 billion) in 2018.Shipping and handling expenses, the largest component of our fulfillment expenses during these periods, increased from RMB3.83 billion in2017 to RMB4.50 billion (US$654.3 million) in 2018. These increases were primarily due to a significant increase in our sales volume and thenumber of orders fulfilled, higher staff compensation and benefits and increase in rental expenses and depreciation expenses in connectionwith our expanded warehouse facilities. In 2018, we fulfilled over 437.4 million customer orders, as compared to approximately 335.0 millioncustomer orders in 2017. Our fulfillment expenses as a percentage of our total net revenues decreased from 9.5% in 2017 to 8.8% in 2018,primarily due to scale effect associated with the rapid growth in our total net revenue and improved efficiency of our regional warehouses.Throughout 2018, we continued to utilize the regional logistics hubs in Guangdong Province, Jiangsu Province, Sichuan Province, Tianjin,Hubei Province, and Liaoning Province. In addition, our regional logistics hubs enabled us to rely more on quality regional and local couriers,which generally have lower average delivery charges than national delivery companies. •Marketing expenses. Our marketing expenses increased from RMB2.98 billion in 2017 to RMB3.24 billion (US$471.3 million) in 2018,primarily attributable to our increased marketing and brand promotion activities. On the other hand, our marketing expenses as a percentage ofour total net revenues decreased from 4.1% in 2017 to 3.8% in 2018, primarily due to our strategic balance between promotional activities andsales with our broader marketing efforts. •Technology and content expenses. Our technology and content expenses increased from RMB1.81 billion in 2017 to RMB2.00 billion(US$291.0 million) in 2018, primarily due to the95Table of Contentsheadcount increase of our IT personnel in connection with our expansion of IT capacities and higher compensation and benefit. Ourtechnology and content expenses also decreased from 2.5% to 2.4% as a percentage of our total net revenues during the same period, primarilydue to scale effect associated with the rapid growth in total net revenue.•General and administrative expenses. Our general and administrative expenses increased from RMB2.45 billion in 2017 to RMB2.67 billion(US$388.9 million) in 2018 due to an increase in the scale of our business. Our general and administrative expenses as a percentage of ourtotal net revenues remained stable at 3.3% in 2017 and 3.2% in 2018 during the same period. Other Operating Income. Our other operating income amounted to RMB757.1 million (US$110.1 million) in 2018, as compared to RMB531.1 millionin 2017. Our other operating income in 2018 was primarily due to income derived from government grants and tax rebates. Impairment Loss of Investments. We incurred RMB20.1 million (US$2.9 million) impairment loss of investments in 2018, as compared toRMB133.0 million in 2017, which was primarily due to loss of investees. We review the investments for impairment whenever events or changes incircumstances indicate that the carrying amount of the investments may not be recoverable. Certain of our investments are in development stage companieswhose success depends on factors including the ability of the investee companies to raise additional funds in financial markets that can be volatile and otherkey business factors, any of which may impact our ability to recover the investment. The other than temporary impairment recorded in 2018 in the amounts ofRMB20.1 million (US$2.9 million) on the available-for-sale investments was due to sustained depression of either in the market price or the respectiveinvestees' expected result of operation. Interest Expenses. We incurred RMB159.7 million (US$23.2 million) interest expenses in 2018, as compared to RMB82.4 million in 2017, primarilydue to the net effect of the increase in interest expenses for the securitization debt and the short term loans and decrease in amortization of debt issuance costof our convertible senior notes. Interest Income. Our interest income increased from RMB101.1 million in 2017 to RMB242.9 million (US$35.3 million) in 2018 primarily due to theincrease of interest bearing investments, such as the deposits and held-to-maturity investments in the banks. Share of Loss of Equity Method Investees. Our share of loss of equity method investees increased from RMB22.3 million in 2017 to RMB47.0 milion(US$6.8 million), which was primarily due to our share of losses in Shenzhen Tencent Puhe Limited Partnership. Net Income. As a result of the foregoing, we recorded a net income of RMB2.13 billion (US$310.3 million) in 2018, as compared to a net income ofRMB1.89 billion in 2017. Net Income Attributable to Non-controlling Interests. We recorded net income attributable to non-controlling interests of RMB4.7 million(US$0.7 million) in 2018, as compared to net loss attributable to non-controlling interests of RMB57.2 million in 2017, which was primarily due to theincome attributable to non-controlling shareholders of Pinjun.Comparison of 2016 and 2017 Net Revenues. Our total net revenues increased from RMB56.59 billion in 2016 to RMB72.91 billion in 2017, primarily due to an increase in thenumber of active customers and total orders. The number of our active customers increased significantly from 52.1 million in 2016 to 57.8 million in 2017.The number of our total orders increased from 269.8 million in 2016 to 335.0 million in 2017, primarily due to an increase in the number of active customersduring the period, which in turn was primarily due to overall growth in the industry, our further optimized product96Table of Contentsselection, and enhancement of our warehousing capabilities, merchandising, and IT infrastructures. Through our five regional logistics hubs, we were able tocontinue tailoring our product offerings to regional customer demographics and offer additional sales events and SKUs in 2017. 95.1% of the total orders wefulfilled in 2017 were placed by repeat customers, as compared to 93.6% in 2016. Cost of Revenues. Our cost of revenues increased from RMB42.99 billion in 2016 to RMB56.62 billion, primarily due to a significant increase inproducts procured from our brand partners in line with our significantly higher sales volume. We recorded RMB303.2 million and RMB206.7 million in inventory write-down in 2016 and 2017, respectively. In addition, inventory write-down as apercentage of costs of goods sold, was 0.7% in 2016 and 0.4% in 2017. Such write-down primarily reflected the estimated net realizable value of damaged orobsolete inventory. The decrease in write-down from 2016 to 2017 was as a result of improving inventory management. The primary reason for the decreasein percentage of costs of goods sold was the significant increase in our sales volume. The amount we write down is calculated based on factors such as whether the goods are returnable to vendors, inventory aging, damages, historical andforecast consumer demand, and the promotional environment. We assess the inventory write-down based on different product categories and apply a certainpercentage based on aging. We classify all goods into the following two categories:•Non-returnable Goods. These goods cannot be returned to suppliers and general inventory write-down of different percentages are applied tothese goods within the different aging categories. These percentages were developed based on historical write-down on these different types ofgoods. In addition to general write-down, specific write-down will also be applied to non-returnable goods if assessed to be needed based onthe factors mentioned above. •Returnable Goods. Returnable goods will have no general write-down based on aging but a specific write-down will be made at the end ofeach reporting period based on forecast sales, conditions of the goods and planned promotions. Gross Profit and Gross Margin. As a result of the foregoing, our gross profit increased from RMB13.60 billion in 2016 to RMB16.29 billion in 2017.Our gross margin decreased from 24.0% in 2016 to 22.3% in 2017, primarily due to the increasing promotional activities and sales to drive growth of usersand orders via our platform. Operating Expenses. Our operating expenses increased from RMB11.25 billion in 2016 to RMB14.13 billion in 2017, primarily due to the followingfactors:•Fulfillment expenses. Our fulfillment expenses increased from RMB4.90 billion in 2016 to RMB6.90 billion in 2017. Shipping and handlingexpenses, the largest component of our fulfillment expenses during these periods, increased from RMB2.58 billion in 2016 toRMB3.83 billion in 2017. These increases were primarily due to an significant increase in our sales volume and the number of orders fulfilled,higher staff compensation and benefits and increase in rental expenses and depreciation expenses in connection with our expanded warehousefacilities. In 2017, we fulfilled over 335.0 million customer orders, as compared to approximately 269.8 million customer orders in 2016. Ourfulfillment expenses as a percentage of our total net revenues increased from 8.7% in 2016 to 9.5% in 2017, primarily due to a significantincrease in fulfillment expenses in expanded logistics network and warehouse facilities over the growth in total net revenues. Throughout2017, we continued to utilize the regional logistics hubs in Guangdong Province, Jiangsu Province, Sichuan Province, Tianjin, and HubeiProvince. In addition, our regional logistics hubs enabled us to rely more on quality regional and local couriers, which generally have loweraverage delivery charges than national delivery companies.97Table of Contents•Marketing expenses. Our marketing expenses increased from RMB2.84 billion in 2016 to RMB2.98 billion in 2017, primarily attributable toour increased marketing and brand promotion activities. On the other hand, our marketing expenses as a percentage of our total net revenuesdecreased from 5.0% in 2016 to 4.1% in 2017, primarily due to our strategic balance between promotional activities and sales with our broadermarketing efforts. •Technology and content expenses. Our technology and content expenses increased from RMB1.56 billion in 2016 to RMB1.81 billion,primarily due to the headcount increase of our IT personnel in connection with our expansion of IT capacities and higher compensation andbenefit. Our technology and content expenses also decreased from 2.8% to 2.5% as a percentage of our total net revenues during the sameperiod, primarily due to scale effect associated with the rapid growth in total net revenue. •General and administrative expenses. Our general and administrative expenses increased from RMB1.94 billion in 2016 to RMB2.45 billiondue to an increase in the scale of our business. Our general and administrative expenses as a percentage of our total net revenues remainedstable at 3.4% in 2016 and 3.3% in 2017 during the same period. Other Operating Income. Our other operating income amounted to RMB531.1 million in 2017, as compared to RMB358.0 million in 2016. Our otheroperating income in 2017 was primarily due to income derived from government grants, tax rebates and ADR reimbursements. Impairment Loss of Investments. We incurred RMB133.0 million impairment loss of investments in 2017, as compared to RMB114.6 million in 2016,which was primarily due to the loss of an available for sale investee and the loss of several cost method investees. We review the investments for impairmentwhenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. Certain of our investments are indevelopment stage companies whose success depends on factors including the ability of the investee companies to raise additional funds in financial marketsthat can be volatile and other key business factors, any of which may impact our ability to recover the investment. The other than temporary impairmentrecorded in 2017 in the amounts of RMB15.0 million and RMB118.0 million on the available-for-sale investments and cost method investments were due tosustained depression of either in the market price or the respective investees' expected result of operation. Interest Expenses. We incurred RMB82.4 million interest expenses in 2017, as compared to RMB85.2 million in 2016, primarily due to the net effectof the increase in interest expenses for the securitization debt and the short term loans and decrease in amortization of debt issuance cost of our convertiblesenior notes. Interest Income. Our interest income decreased from RMB107.0 million in 2016 to RMB101.1 million in 2017 primarily due to the decrease of interestbearing investments, such as the deposits and held-to-maturity investments in the banks. Share of Loss of Equity Method Investees. Our share of loss of equity method investees decreased from RMB71.5 million in 2016 to RMB22.3 million,which was primarily due to the decrease of our share of losses of equity interest in Ovation from the amortization adjustment of basis difference between ourinvestment cost and underlying equity in net assets of Ovation from the date of acquisition in February 2014. Net Income. As a result of the foregoing, we recorded a net income of RMB1.89 billion in 2017, as compared to a net income of RMB1.99 billion in2016.98Table of Contents Net Loss Attributable to Non-controlling Interests. Our net loss attributable to non-controlling interests increased from RMB44.1 million in 2016 toRMB57.2 million in 2017, which was primarily due to the decline in profitability for the non-wholly-owned logistic subsidiaries.B. Liquidity and Capital Resources As of December 31, 2017 and 2018, we had RMB10.22 billion and RMB10.04 billion (US$1.46 billion), respectively, in cash, cash equivalents andrestricted cash. We had short-term investments with an aggregate outstanding amount of RMB2.3 billion (US$337.6 million) as of December 31, 2018. Ourcash and cash equivalents primarily consist of cash on hand, short-term bank demand deposits and highly liquid investments with maturities of less thanthree months. One of our subsidiaries operating our Internet finance business offered an aggregate amount of RMB800.0 million ABSs in 2017, and anaggregate amount of RMB500.0 million ABSs in 2018, both listed on Shanghai Stock Exchange in China. In 2018, we also offered an aggregate amount ofRMB520.0 million ABNs listed on Shanghai Clearing House in China. In 2018, we repaid RMB760.0 million of ABSs. We plan to use this and any futureABS and ABN offerings in China to alleviate the dependence of our Internet finance business on our own cash flow. We also procured several bankborrowings and other borrowings in an aggregate amount of RMB1.34 billion (US$195.4 million) and had unutilized banking facilities in an amount ofRMB450.0 million (US$65.4 million) as of December 31, 2018. We believe that our current cash, cash equivalents, restricted cash and our anticipated cashflows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. However, wemay need additional capital in the future to fund our continued operations. As of December 31, 2017 and 2018, our cash, cash equivalents, restricted cash and short-term investments are held in the following currencydenominations and jurisdictions in which our subsidiaries domiciled: As of December 31, 2017 and 2018, our cash, cash equivalents and restricted cash held by our consolidated affiliated entities and subsidiaries in Chinaare as follows:99 As of December 31, 2017 2018 CurrencyDenomination Subsidiaries inPRC(1)RMB'000 Subsidiaries inHKRMB'000 Subsidiaryin USARMB'000 TotalRMB'000 Subsidiariesin PRC(1)RMB'000 Subsidiariesin HKRMB'000 Subsidiaryin USARMB'000 TotalRMB'000 RMB 4,531,293 2,588 — 4,533,881 7,419,634 107,609 — 7,527,243 US$ 31,871 5,815,441 16,522 5,863,834 54,912 4,724,836 15,522 4,795,270 Others 4,322 65,936 — 70,258 7,396 29,807 — 37,203 Total 4,567,486 5,883,965 16,522 10,467,973 7,481,942 4,862,252 15,522 12,359,716 Note:(1)Also include our consolidated affiliated entities in China. As of December 31, 2017 2018 RMB'000 RMB'000 US$'000 Cash, Cash Equivalents and Restricted Cash Consolidated affiliated entities 2,953,989 2,583,412 375,742 Subsidiaries in China 1,367,516 3,976,639 578,378 Total 4,321,505 6,560,051 954,120 Table of Contents As of December 31, 2017 and 2018, our short-term investments held by our consolidated affiliated entities and other entities in China are as follows: The PRC government authorities impose controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance ofcurrencies out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our company in the Cayman Islandsmay rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchangeregulations, payments of current account items, such as profit distributions and trade- and service-related foreign exchange transactions, can be made inforeign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our WFOEs in China are able to paydividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends out of China complieswith certain procedures under PRC foreign exchange regulations, such as the requirement of outbound overseas investment registrations by our shareholdersor the ultimate shareholders of our corporate shareholders who are PRC residents. But approval from or registration with appropriate government authoritiesis required where Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loansdenominated in foreign currencies. There is no requirement on U.S. investors to complete registration or obtain approval from appropriate governmentauthorities before they can receive dividend payments from our Cayman company. The PRC government may also in the future in its discretion restrict accessto foreign currencies for current account transactions. If the PRC foreign exchange control system prevents us from obtaining sufficient foreign currencies tosatisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs. The following table sets forth a summary of our cash flows for the periods indicated:Operating Activities Net cash from operating activities amounted to RMB5.75 billion (US$835.7 million) in 2018, which was primarily attributable to a net income ofRMB2.13 billion (US$310.3 million), adjusted for certain100 As of December 31, 2017 2018 RMB'000 RMB'000 US$'000 Short-term Investments: Consolidated affiliated entities 40,313 — — Subsidiaries in China 205,668 912,027 132,649 Total 245,981 912,027 132,649 For the year ended December 31, 2016 2017 2018 RMB'000 RMB'000 RMB'000 US$'000 Net cash from operating activities 2,831,413 981,251 5,745,748 835,684 Net cash used in investing activities (1,669,002) (2,032,606) (6,693,812) (973,575)Net cash (used in) provided by financing activities (393,128) 7,169,824 586,968 85,371 Effect of exchange rate changes 15,910 (6,054) 177,576 25,828 Cash, cash equivalents and restricted cash at beginning of year 3,324,384 4,109,577 10,221,992 1,486,727 Cash, cash equivalents and restricted cash at end of year 4,109,577 10,221,992 10,038,472 1,460,035 Table of Contentsnon-cash expenses consisting primarily of (i) share-based compensation expenses of RMB671.2 million (US$97.6 million), which was higher than 2017 dueto an increase in our number of employees, (ii) inventory write-down of RMB440.8 million (US$64.1 million) and provision for allowance for doubtfulaccounts of RMB175.4 million (US$25.5 million), (iii) depreciation of property and equipment of RMB770.3 million (US$112.0 million) attributable toincreases in warehouse and logistic facilities, (iv) gain on disposal or revaluation of investments of RMB191.8 million (US$27.9 million) attributable to fairvalue change of other investments, and (v) changes in operating assets and liabilities. The adjustment for changes in operating assets and liabilities primarilyreflected (w) a significant increase in accrued expenses and other current liabilities of RMB1.99 billion (US$288.8 million), primarily due to the increase inthe amounts received on behalf of third-party merchants due to the expansion of platform sales, and the increase in accrued shipping and handling expenses,accrued advertising expenses, accrued payroll and accrued taxes payable, primarily driven by the growth in our business, (x) a decrease in advances fromcustomers of RMB873.9 million (US$127.1 million) primarily due to the adoption of ASU 2014-09, (y) a decrease in inventories of RMB291.8 million(US$42.4 million) due to improving inventory management, and (z) a decrease in other receivables and prepayments of RMB124.4 million(US$18.1 million), primarily related to a decrease in advance to suppliers as a result of optimization of procurement process in 2018. Net cash from operating activities amounted to RMB981.3 million in 2017, which was primarily attributable to a net income of RMB1.89 billion,adjusted for certain non-cash expenses consisting primarily of (i) share-based compensation expenses of RMB667.1 million, which was higher than 2016 dueto an increase in our number of employees, (ii) inventory write-down of RMB206.7 million, (iii) depreciation of property and equipment ofRMB720.8 million attributable to increases in warehouse and logistic facilities, (iv) amortization of intangible assets of RMB340.8 million, and (v) changesin operating assets and liabilities. The adjustment for changes in operating assets and liabilities primarily reflected (w) an increase in accounts payable ofRMB3.22 billion and accrued expenses and other current liabilities of RMB290.8 million, primarily due to the net effect of a decrease in accrued shippingand handling expenses and an increase in accrued advertising expenses, accrued payroll and social benefit provisions, primarily driven by the growth in ourbusiness and the development of our owned logistic network, (x) a significant increase in account receivables of RMB2.66 billion and a decrease in advancesfrom customers of RMB347.5 million, primarily due to our developing consumer financing business in 2017, (y) an increase in inventories ofRMB2.24 billion to support the increase in sales volume, and (z) an increase in other receivables and prepayments of RMB1.27 billion, primarily related toour developing supplier financing business in 2017. Net cash from operating activities amounted to RMB2.83 billion in 2016, which was primarily due to a net income of RMB1.99 billion, adjusted forcertain non-cash expenses consisting primarily of (i) share-based compensation expenses of RMB475.7 million, which was higher than 2015 due to anincrease in our number of employees, (ii) inventory write-down of RMB303.2 million, which increased from 2015 due to an increase in special salespromotion events, (iii) depreciation of property and equipment of RMB611.0 million attributable to increases in warehouse and logistic facilities,(iv) amortization of intangible assets of RMB364.0 million, and (v) changes in operating assets and liabilities. The adjustment for changes in operating assetsand liabilities primarily reflected (y) a decrease in accounts payable of RMB1.55 billion and accrued expenses and other current liabilities ofRMB305.2 million, primarily due to the net effect of a decrease in accrued shipping and handling expenses and an increase in accrued advertising expensesand accrued payroll and social benefit provisions, all driven by the growth in our business, and (z) an increase in advances from customers ofRMB690.4 million primarily due to increased sales volume. These increases were partially offset by (1) a significant increase in accounts receivable ofRMB1.95 billion primarily due to our developing consumer financing business in 2016, (2) an increase in inventories of RMB685.0 million due to increasein sales volume, and (3) an increase in other receivables and prepayments of101Table of ContentsRMB323.2 million primarily related to prepayment to suppliers as a result of our increased sales volume and scale of operations.Investing Activities Net cash used in investing activities amounted to RMB6.70 billion (US$973.6 million) in 2018. Our net cash used in investing activities in 2018 wasprimarily due to (i) RMB3.59 billion (US$522.7 million) capital expenditure relating to our construction of warehouses and leasehold improvements, as wellas purchases of office and other operating equipment, motor vehicles, IT software, and land use rights, (ii) RMB2.69 billion (US$391.4 million) used forpurchase of short-term investments, offset by RMB747.8 million (US$108.8 million) from redemption of short term investments upon maturities,(iii) RMB963.7 million (US$140.2 million) investment in the equity method investments and other investments, and (iv) RMB764.0 million(US$111.1 million) cash paid for loan originations offered by our Internet finance business, offset by RMB519.5 million (US$75.6 million) received fromloan payments. Net cash used in investing activities amounted to RMB2.03 billion in 2017. Our net cash used in investing activities in 2017 was primarily due to(i) RMB2.47 billion capital expenditure relating to our construction of warehouses and leasehold improvements, as well as purchases of office and otheroperating equipment, motor vehicles, IT software, and land use rights, (ii) RMB240.0 million used for prepayment for an investment, and(iii) RMB354.0 million used for purchase of short-term investments, offset by (y) RMB279.3 million from disposal of an available-for-sales securitiesinvestment and (z) RMB796.7 million from net redemption of short-term investments. Net cash used in investing activities amounted to RMB1.67 billion in 2016. Our net cash used in investing activities in 2016 was primarily due to(i) RMB2.79 billion capital expenditure relating to our construction of warehouses and leasehold improvements, as well as purchases of office and otheroperating equipment, motor vehicles, IT software, and land use rights, (ii) RMB58.3 million used in the investment in affiliates and other investments,(iii) RMB97.3 million used in the investment in available-for-sale investments, and (iv) RMB106.4 million used for acquisition of subsidiaries, offset by(y) RMB1.17 billion from net investment of short-term investments and (z) RMB240.1 million received from government subsidies for land use rights.Financing Activities Net cash provided by financing activities amounted to RMB587.0 million (US$85.4 million) in 2018, primarily due to (i) RMB2.12 billion(US$307.7 million) of proceeds from bank and other borrowings, offset by RMB1.70 billion (US$246.7 million) of repayment to bank and other borrowings,and (ii) RMB969.0 million (US$140.9 million) of proceeds from issuance of securitization debt offset by RMB760 million (US$110.5 million) of repaymentto issuance of securitization debt. Net cash provided by financing activities amounted to RMB7.17 billion in 2017, primarily due to (i) RMB910.3 million of proceeds from bank andother borrowings, (ii) RMB760.0 million of proceeds from issuance of securitization debt, and (iii) RMB5.61 billion of proceeds from issuance of Class Aordinary shares to the respective subsidiaries of Tencent and JD.com. Net cash used in financing activities amounted to RMB393.1 million in 2016, primarily due to (i) acquisition of non-controlling interest in an amount ofRMB111.6 million, (ii) repurchase of Class A ordinary shares of RMB193.6 million, and (iii) repayment of bank borrowings of RMB98.0 million.Capital Expenditures Our capital expenditures amounted to RMB2.79 billion, RMB2.47 billion, and RMB3.59 billion (US$522.7 million) in the years ended December 31,2016, 2017, and 2018, respectively. Out of the102Table of Contentsforegoing capital expenditures, we paid RMB817.9 million, RMB275.8 million, and RMB1.07 billion (US$156.1 million) in the years ended December 31,2016, 2017, and 2018, respectively, to acquire use right of lands located in China. Our capital expenditures were primarily for construction and expansion ofwarehouses, land use right, and other logistic infrastructure from 2016 through 2018. We expect our future capital expenditures to remain stable in 2019 and2020. Approximately 79.0% of such capital expenditures are expected to be used to further expand our fulfillment capabilities and infrastructure expansions,approximately 5.3% of such capital expenditures are expected to be used to enhance our Vipshop Online Platform and IT systems, and approximately 15.7%of such capital expenditures are expected to be used for other purposes. We plan to fund these capital expenditures through our existing cash balances andour financing activities.Holding Company Structure Vipshop Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through our wholly-ownedsubsidiaries and our consolidated affiliated entities in China. As a result, our ability to pay dividends depends upon dividends paid by our wholly-ownedsubsidiaries. If our wholly-owned subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing theirdebt may restrict their ability to pay dividends to us. In addition, our wholly-owned subsidiaries are permitted to pay dividends to us only out of theirretained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our wholly-owned PRCsubsidiaries and our consolidated affiliated entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve untilsuch reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital andeliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the eventof liquidation. We set aside amounts of RMB84.9 million, RMB95.6 million, and RMB121.1 million (US$17.6 million) to the general reserve during theyears ended December 31, 2016, 2017, and 2018, respectively.C. Research and Development, Patents and Licenses, etc. Research and Development Our Vipshop Online Platform and management systems are supported by a combination of our internally developed proprietary technologies andcommercially available licensed technologies. We focus our internal development efforts on mobile solutions, warehouse and transportation managementsystems and several service modules such as merchant module, order and payment processing module, and data module. We have adopted a service-oriented architecture supported by data processing technologies which consist of front-end and back-end modules withdifferent functions. Our network infrastructure is built upon self-owned servers located in data centers operated by major PRC Internet data center providers.We have developed most of the key business modules through our internal IT department. We also license software from reputable third-party providers andwork closely with them to customize the software for our operations. We have implemented a number of measures to protect against failure and data loss. Wehave developed a disaster tolerant system for our key business modules which includes real-time data mirroring, daily off-line data back-up and redundancyand load balancing. Our technology and content expenses consist primarily of the compensation and benefits of our IT staff, telecommunications expenses, and expensesincurred in creating content for our sales events on our Vipshop Online Platform, including model fees and professional photography expenses. We incurredRMB1.56 billion, RMB1.81 billion, and RMB2.0 billion (US$291.0 million) in technology and content expenses in 2016, 2017, and 2018.103Table of Contents Intellectual Property We regard our trademarks, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success,and we rely on trademark, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractualprovisions with our employees, partners, service providers, suppliers and others to protect our proprietary rights. As of December 31, 2018, we owned 1,401registered trademarks, 149 copyrights (including copyrights to 115 software products developed by us relating to various aspects of our operations), and 301registered domain names that are material to our business, including vip.com and vipshop.com.D. Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year 2018that are reasonably likely to have a material adverse effect on our total net revenues, income, profitability, liquidity or capital resources, or that caused thedisclosed financial information to be not necessarily indicative of future operating results or financial conditions.E. Off-Balance Sheet Arrangements Except for the guarantee provided to a bank under the cooperative lending arrangement as disclosed elsewhere in this annual report, we have not enteredinto any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. See "Item 5.F. Operating and FinancialReview and Prospects—Tabular Disclosure of Contractual Obligations." We have not entered into any derivative contracts that are indexed to our shares andclassified as shareholders' equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingentinterest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variableinterest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research anddevelopment services with us.F. Tabular Disclosure of Contractual Obligations We lease office space and certain equipment under non-cancelable operating lease agreements that expire at various dates from January 2019 throughJune 2026. These lease agreements provide for periodic rental increases based on both contractually agreed upon incremental rates and on the generalinflation rate as agreed upon by us and our landlords. In the years ended December 31, 2016, 2017, and 2018, we incurred rental expenses ofRMB248.3 million, RMB493.2 million, and RMB595.3 (US$86.6 million), respectively. Our purchase obligations as of December 31, 2016 amounted toRMB938.5 million, representing property, equipment, software contracts, and land use rights. Our purchase obligations as of December 31, 2017 amounted toRMB2,345.7 million, representing property, equipment, software contracts, and land use rights. Our purchase obligations as of December 31, 2018 amountedto RMB2,638.1 million (US$383.7 million), representing property, equipment, software contracts, and land use rights. In addition, we will purchase certainservices from our business partners. In June 2017, we entered into a cooperative lending arrangement with a bank, whereby we and the bank will jointly fundfinancing to individuals. Under this arrangement, we are obligated to compensate the bank if the balance of outstanding principal of the bank's lendingportion becomes overdue for more than 80 days. As of December 31, 2018, the balance of outstanding principal of the bank's lending portion under thearrangement was approximately RMB117.7 million (US$17.1 million). In March 2018, we agreed to invest in the capacity of a passive investor, up to US$250 million in a private equity fund, which focuses on technology-enabled consumer, retail, and related business. As of104Table of ContentsDecember 31, 2018, the aggregate amount of our committed capital to the fund was RMB126.1 million (US$18.4 million). We will make further investmentfrom time to time upon capital calls by the fund manager of the private equity fund. The following table sets forth our minimum contractual obligations and commitments as of December 31, 2018. We will fund our commitments and future investments with our existing cash balances, our financing activities, and operating cash flows. We havegenerated positive cash flows from our operating activities, and this cash flows will in term fund our various commitments and future investments. Our netcash generated from operating activities was RMB5.75 billion (US$835.7 million) for the year ended December 31, 2018.G. Safe Harbor This annual report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements ofhistorical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actualresults, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend,""plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on ourcurrent expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy andfinancial needs. These forward-looking statements include, but are not limited to, statements relating to:•our goals and strategies; •our future business development, results of operations and financial condition; •the expected growth of the online discount retail market in China; •our ability to attract customers and brand partners and further enhance our brand recognition; •our expectations regarding demand for and market acceptance of flash sales products and services; •competition in our industry; •fluctuations in general economic and business conditions in China; and •assumptions underlying or related to any of the foregoing. You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual futureresults may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.105 Payment Due by Period Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years (in RMB'000) Operating lease obligations 751,294 398,044 257,024 88,289 7,937 Purchase obligations 2,638,129 2,334,925 295,352 7,852 — Purchase of services 390,378 — 130,126 260,252 — Short term loans 1,381,827 1,381,827 — — — Securitization debt 1,024,823 1,024,823 — — — Convertible senior notes 4,343,495 4,343,495 — — — Table of ContentsOther sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate inan evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors anduncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual resultsto differ materially from those contained in any forward-looking statements. This annual report also contains certain data and information, which we obtained from various government and private publications. Although webelieve that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projectionsthat are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results maydiffer from the projections based on these assumptions. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relateonly to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Mr. Eric Ya Shen is our co-founder and has served as the chairman of our board of directors and chief executive officer since our inception in August2010. He has over 20 years of experience in the distribution of consumer electronic products in domestic and overseas markets. From 2001 to 2012, Mr. Shenserved as the chairman of the board of directors of Guangzhou NEM Import and Export Co., Ltd., a company primarily engaging in the sales of consumerelectronic and telecommunication products. Mr. Shen received an EMBA degree from Cheung Kong Graduate School of Business in 2010 and an associatedegree in telecommunication from Shanghai Railway College in 1990. Mr. Arthur Xiaobo Hong is our co-founder and has served as the vice chairman of our board of directors since January 2011. Mr. Hong has served as ourchief operating officer since August 2012. Mr. Hong has over 15 years of experience in the distribution of consumer electronic products in106Directors and Executive Officers Age Position/TitleEric Ya Shen 47 Chairman of the Board of Directors, Chief Executive OfficerArthur Xiaobo Hong 46 Vice Chairman of the Board of Directors, Chief Operating OfficerMartin Chi Ping Lau 46 DirectorJacky Yu Xu 47 DirectorChun Liu 51 Independent DirectorFrank Lin 54 Independent DirectorXing Liu 48 Independent DirectorKathleen Chien 49 Independent DirectorNanyan Zheng 50 Independent DirectorDonghao Yang 47 Chief Financial OfficerDaniel Kao 46 Chief Technology OfficerYizhi Tang 45 Senior Vice President of LogisticsTable of Contentsoverseas markets. From 1998 to 2011, Mr. Hong served as chairman of the board of directors of Société Europe Pacifique Distribution, a French companyengaging in the distribution of consumer electronic products, since 1998. Mr. Hong graduated from Cheung Kong Graduate School of Business in 2010. Mr. Martin Chi Ping Lau has served as our director since December 2017. Mr. Lau is president and executive director of Tencent Holdings Limited(SEHK: 0700), or Tencent. He joined Tencent in 2005 as the chief strategy and investment officer, and was responsible for corporate strategies, investments,merger and acquisitions and investor relations. In 2006, Mr. Lau was promoted as president of Tencent to manage the day-to-day operation of Tencent. In2007, he was appointed as an executive director of Tencent. Prior to joining Tencent, Mr. Lau was an executive director at Goldman Sachs (Asia) L.L.C.'sinvestment banking division and the chief operating officer of its telecom, media and technology group. Prior to that, he worked at Mckinsey &Company, Inc. as a management consultant. Mr. Lau also serves as a non-executive director of Kingsoft Corporation Limited, an Internet based softwaredeveloper, distributor and software service provider listed on Hong Kong Stock Exchange, a director of JD.com Inc., the largest retailer of China listed on theNasdaq, and a director of Leju Holdings Limited, an online-to-offline real estate services provider in China listed on the NYSE. Mr. Lau received a bachelorof science degree in electrical engineering from the University of Michigan, a master of science degree in electrical engineering from Stanford University andan MBA degree from Kellogg Graduate School of Management, Northwestern University. Mr. Jacky Yu Xu is an angel investor of our company and has served as our director since January 2011. Mr. Xu is the director of several privately heldcompanies in China. Mr. Xu graduated from Cheung Kong Graduate School of Business in 2009. Mr. Chun Liu has served as our director since March 2013. Mr. Chun Liu is currently the senior vice president of Phoenix TV. Prior to joining PhoenixTV, he served as the chief culture officer of Zhong Nan Wen Hua, senior vice president of iQiyi.com, managing director of Soho.com Inc. and chief operatingofficer of Sohu Video, respectively. Prior to joining Sohu, Mr. Liu worked with Phoenix TV from 2000 to 2011. His last position at Phoenix TV was theexecutive director and the head of Phoenix TV Beijing Program Center. Earlier in his career, Mr. Liu worked in the Youth Division and News CommentaryDepartment at CCTV, China's state television broadcaster. As the executive producer of a famous program "News Investigation," he produced dozens of awardwinning documentaries. Mr. Chun Liu received an EMBA degree from Cheung Kong Graduate School of Business in China and a master's degree from theCommunication University of China. Mr. Frank Lin has served as our director since January 2011. Mr. Lin is a general partner of DCM, a technology venture capital firm. Prior to joiningDCM in 2006, Mr. Lin was chief operating officer of SINA Corporation (Nasdaq: SINA). He co-founded SINA's predecessor, SinaNet, in 1995 and later guidedSINA through its listing on Nasdaq. Prior to founding SinaNet, Mr. Lin was a consultant at Ernst & Young Management Consulting Group. Mr. Lin had alsoheld various marketing, engineering and managerial positions at Octel Communication Inc. and NYNEX. Mr. Lin currently serves on the board of directors ofnumerous DCM portfolio companies. Mr. Lin received an MBA degree from Stanford University and a bachelor's degree in engineering from DartmouthCollege. Mr. Xing Liu has served as our director since January 2011. Mr. Liu is a partner of Sequoia Capital China. Prior to joining Sequoia Capital China in2007, Mr. Liu had over nine years of work experience in investment banking, technology and product development and consulting at Merrill Lynch, Xeroxand GlobalSight, respectively. Mr. Liu currently serves on the board of directors of numerous Sequoia Capital China portfolio companies. Mr. Liu received amaster's degree in computer engineering from Syracuse University, an MBA degree from The Wharton School of the University of Pennsylvania and abachelor's degree in management information systems from Fudan University.107Table of Contents Ms. Kathleen Chien has served as our director since March 2012. Ms. Chien is currently the chief operating officer and acting chief financial officer of51job, Inc., a Nasdaq-listed provider of integrated human resource services in China Ms. Chien joined 51job, Inc. in 1999 and served as its chief financialofficer from 2004 to March 2009. Prior to joining 51job, Inc., Ms. Chien worked in the financial services and management consulting industries, includingthree years with Bain & Company in Hong Kong and two years with Capital Securities Corp. in Taiwan. During her tenure at Bain & Company, Ms. Chienwas a consultant to a number of companies on strategic and marketing issues, including entry into the Chinese market and achieving cost and operatingefficiencies. While at Capital Securities Corp., Ms. Chien completed a number of equity and equity-linked transactions, enabling Taiwanese companies toraise significant capital from the international capital markets. Ms. Chien received her bachelor's degree in economics from the Massachusetts Institute ofTechnology and an MBA degree from the Walter A. Haas School of Business at University of California, Berkeley. Mr. Nanyan Zheng has served as our director since March 2012. Mr. Zheng is currently the chairman of Plateno Group Ltd. Mr. Zheng founded PlatenoGroup Ltd. in 2013, which wholly owned 7 Days Groups Holdings Ltd. after its privatization and launched a series of new mid-level and upscale hotelbrands. Mr. Zheng co-founded 7 Days Groups Holdings Ltd. and has been serving as its chief executive officer since October 2004. Mr. Zheng is also a co-founder and partner of Ocean Link Partners Limited, a fund management company founded in April 2016, and a co-founder and co-chairman since January2011 of Reocar Group Limited, one of the leading car rental agencies in China. In June 2016, Mr. Zheng invested in OGC Nice, a French football club. From2000 to October 2004, Mr. Zheng worked for Ctrip.com International Ltd., a Nasdaq-listed company and a leading travel service provider in China, andserved as vice president and general manager of southern China, and later as vice president of marketing in charge of national marketing. During 2001,Mr. Zheng also worked for the computer center of the Economic and Trade Commission of Guangdong Province. Mr. Zheng received a bachelor's degree fromSun Yat-Sen University in China. Mr. Donghao Yang has served as our chief financial officer since August 2011. Mr. Yang has held senior executive and managerial positions in variouspublic and private companies, including serving as the chief finance officer of Synutra International Inc. (Nasdaq: SYUT) from May 2010 to August 2011, asthe chief financial officer of Greater China of Tyson Foods, Inc. (NYSE: TSN) from March 2007 to April 2010, as a finance director of Asia Pacific of ValmontIndustries, Inc. (NYSE: VMI) from October 2003 to March 2007, and as a director of China Minmetals Brazil Holding Limited from January 1999 to April2001. Mr. Yang received an MBA degree from Harvard Business School in 2003 and a bachelor's degree in international economics from Nankai Universityin 1993. Mr. Daniel Kao has served as our chief technology officer from June 2012 to October 2016, and again since April 2019. Mr. Kao also serves as anindependent director of the board of ZTO Express (Cayman) Inc. (NYSE: ZTO). From January 2018 to April 2019, Mr. Kao served as the chief technologyofficer of Noah Holdings Limited (NYSE: NOAH). Mr. Kao has over 20 years of experience with leading e-commerce and Internet companies in the UnitedStates and China. From October 2010 to March 2012, Mr. Kao served as the director of site operation and quality engineering at eBay Inc. (Nasdaq: EBAY).During his tenure at eBay, Mr. Kao focused on customer service enhancements, online branding, and organization growth strategies. Prior to that, he was theenterprise architect at AccelOps, a provider of integrated data center and cloud service monitoring software solutions to enterprises and service providers,from October 2007 to July 2008. From March to October 2007, Mr. Kao co-founded and served as the chief technology officer of AdChina Ltd., a leadingintegrated Internet advertising platform in China. Mr. Kao received a bachelor's degree in computer science from Iowa State University in 1995. Mr. Yizhi Tang has served as our senior vice president since November 2012. Before that, Mr. Tang served as our vice president from September 2010 toNovember 2012. Mr. Tang has over 10 years of experience in the logistics industry. Prior to joining us, Mr. Tang served as an operating director of Best108Table of ContentsLogistics Technology Co., Ltd. from 2009 to 2010. From 2008 to 2009, Mr. Tang served as the head of logistics department of Tesco, responsible for thelogistics in the northern China area. From 2006 to 2008, Mr. Tang worked as the senior director of the logistics department of Dangdang.com. Mr. Tangreceived a master's degree from Sun Yat-Sen University in 2003 and a bachelor's degree from Nanjing University of Aeronautics and Astronautics in 1997. Employment Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed fora specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executiveofficer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct ora failure to perform agreed duties. In such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts byreason of the termination, and the executive officer's right to all other benefits will terminate, except as required by any applicable law. We may alsoterminate an executive officer's employment without cause upon one-month advance written notice. In such case of termination by us, we are required toprovide compensation to the executive officer, including severance pay, as expressly required by the applicable law of the jurisdiction where the executiveofficer is based. The executive officer may terminate the employment at any time with a one-month advance written notice if there is any significant changein the executive officer's duties and responsibilities that is inconsistent in any material and adverse respect with his or her title and position or a materialreduction in the executive officer's annual salary before the next annual salary review, or if otherwise approved by the board of directors. Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence andnot to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information or trade secrets,any confidential information or trade secrets of our clients or prospective clients or the confidential or proprietary information of any third party received byus and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and tradesecrets which they conceive, develop or reduce to practice and to assign all right, title and interest in them to us, and assist us in obtaining patents, In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employmentand for one year following the last date of employment. Specifically, each executive officer has agreed not to (a) approach our clients, customers, contacts orother persons or entities introduced to the executive officer for the purpose of doing business with such persons or entities that will harm our businessrelationships with these persons or entities; (b) assume employment with or provide services to any of our competitors, or engage with, whether as principal,partner, licensor or otherwise, any of our competitors; or (c) seek directly or indirectly, to solicit the services of any of our employees who is employed by uson or after the date of the executive officer's termination, or in the year preceding such termination.B. Compensation For the fiscal year ended December 31, 2018, we paid an aggregate of RMB13.5 million (US$2.0 million) in cash to our executive officers, and we paidan aggregate of RMB3.3 million (US$0.5 million) in cash to our non-executive directors. We have not set aside or accrued any amount to provide pension,retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and consolidated affiliated entities are required by PRC lawto make contributions equal to certain percentages of each employee's salary for his or her pension insurance, medical insurance, unemployment insuranceand other statutory benefits and a housing provident fund.109Table of Contents Stock Incentive Plans 2011 Stock Incentive Plan In March 2011, we adopted our 2011 Plan, in order to attract and retain the best available personnel, to provide additional incentives to employees,directors, officers, consultants and other eligible persons and to promote the success of our business. Under the 2011 Plan, the maximum number of sharesmay be granted is 7,350,000 ordinary shares. As of the date of this annual report, options to acquire 680,937 Class A ordinary shares have been granted andare outstanding under the 2011 Plan. The following paragraphs summarize the terms of the 2011 Plan. Plan Administration. The plan administrator is our board or a committee designated by our board. Awards. We may grant options, restricted shares and restricted share units as well as other rights or benefits, such as share appreciation rights anddividend equivalent rights, under the 2011 Plan. Award Agreement and Notice of Stock Option Award. Awards granted under the 2011 Plan are evidenced by an award agreement and, in the case ofstock options, a notice of stock option award that sets forth the terms, conditions, and limitations for each grant. Exercise Price. The exercise price of an award shall be determined by the administrator in accordance with the 2011 Plan. Eligibility. We may grant awards other than incentive stock options to our employees, directors and consultants or those of our related entities.Incentive stock options may be granted only to employees of our company or a parent or a subsidiary of our company. Term of the Awards. The term of each award grant shall be determined by the plan administrator and stated in the award agreement, provided that theterm of incentive stock options shall not exceed 10 years from the date of grant. In the event of an incentive stock option granted to a grantee who, at the timethe option is granted, owns shares representing more than 10% of the voting power of all classes of shares of our company or any parent or subsidiary of ourcompany, the term of the incentive stock option shall be five years from the date of grant or such shorter term as may be provided in the award agreement. Vesting Schedule. The vesting schedule is determined by the plan administrator and set forth in the notice of stock option award and award agreement.Except as unanimously approved by our board, awards granted under the 2011 Plan shall be subject to a minimum four-year vesting schedule calling forvesting no faster than the following: one-fourth of the total ordinary shares subject to the awards shall vest at the first anniversary of the vestingcommencement date and one-forty-eighth of the total ordinary shares subject to the awards shall vest at the end of each month thereafter; provided that theawards shall not be exercised or released until the earlier of consumption of a qualified initial public offering or immediately prior to a change in control. Ourinitial public offering in March 2012 is a qualified initial public offering under the 2011 Plan. Transfer Restrictions. Incentive stock options may not be transferred in any manner other than by will or by the laws of descent or distribution and maybe exercised, during the lifetime of the grantee, only by the grantee. Other awards are transferable by will and by the laws of descent and distribution, andduring the lifetime of the grantee, may be transferred to the extent and in the manner authorized by the plan administrator.110Table of Contents Termination of Employment or Service. In the event that an award recipient ceases employment with us or ceases to provide services to us, an awardmay be exercised following the termination of employment or service to the extent provided in the award agreement. Termination and Amendment of the Plan. Unless terminated earlier, the 2011 Plan will terminate automatically in 2021. Our board has the authority toamend, suspend or terminate the plan subject to shareholder approval with respect to certain amendments. However, no suspension or termination shalladversely affect any rights under awards previously granted.2012 Share Incentive Plan In March 2012, we adopted our 2012 Plan, which permits the grant of options to purchase our ordinary shares, restricted shares and restricted share unitsas deemed appropriate by the administrator. The maximum aggregate number of shares that may be issued pursuant to our 2012 Plan is 9,000,000, and themaximum aggregate number of shares that may be issued per calendar year is 1,500,000 from 2012 until the termination of this plan. As of the date of thisannual report, options to acquire 380,481 Class A ordinary shares have been granted and are outstanding under the 2012 Plan. The following paragraphs describe the principal terms of our 2012 Plan: Plan Administration. The plan will be administered by a committee of one or more directors to whom the board shall delegate the authority to grant oramend awards to participants other than any of the committee members. The committee will determine the provisions and terms and conditions of each awardgrant. Awards and Award Agreement. We may grant options, restricted shares or restricted share units to our directors, employees or consultants under theplan. Awards granted under the plan will be evidenced by award agreements that set forth the terms, conditions and limitations for each award. These mayinclude the term of an award, the provisions applicable in the event the participant's employment or service terminates, and our authority to unilaterally orbilaterally amend, modify, suspend, cancel or rescind an award. Option Exercise Price. The exercise price of an option shall be determined by the plan administrator and set forth in the award agreement. It may be afixed price or a variable price related to the fair market value of our ordinary shares, to the extent not prohibited by applicable laws. Subject to certain limitsset forth in the plan, the exercise price may be amended or adjusted in the absolute discretion of the plan administrator, whose determination shall be final,binding and conclusive. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment of the exercise prices of options shallbe effective without the approval of the shareholders or the approval of the affected participants. Eligibility. We may grant awards to our employees, directors and consultants or those of any of our related entities, which include our subsidiaries orany entities in which we hold a substantial ownership or control interest, as determined by our plan administrator. Awards other than incentive share optionsmay be granted to our employees, directors and consultants. Incentive share options may be granted only to employees of our company or a parent or asubsidiary of our company. Term of the Awards. The term of each award grant shall be determined by our plan administrator, provided that the term shall not exceed 10 years fromthe date of the grant. Vesting Schedule. In general, the plan administrator determines, or the award agreement specifies, the vesting schedule. Restricted shares granted underthe plan will have either a three-year, a two-year or a one-year vesting schedule. We have the right to repurchase the restricted shares until they have vested.111Table of Contents Transfer Restrictions. Except as otherwise provided by the plan administrator, an award may not be transferred or otherwise disposed of by a participantother than by will or the laws of descent and distribution. The plan administrator may permit an award other than an incentive share option to be transferredto or exercised by certain persons related to the participant by express provision in the award or by an amendment to the award. Corporate Transactions. Except as otherwise provided in an individual award agreement or any other written agreement entered into between aparticipant and us, our plan administrator may provide for one or more of the following in the event of a change of control or other similar corporatetransaction: (i) the termination of each award outstanding under the plan at a specific time in the future, with each participant having the right to exercise thevested portion of the awards during a period of time as determined by the plan administrator; (ii) the termination of any award in exchange for an amount ofcash equal to the amount that could have been obtained upon the exercise of the award; (iii) the replacement of an award with other rights or propertyselected by the plan administrator; (iv) the assumption of the award by our successor, parent or subsidiary, or the substitution of an award granted by oursuccessor, parent or subsidiary, with appropriate adjustments; or (v) payment of an award in cash based on the value of our ordinary shares on the date of thecorporate transaction plus reasonable interest on the award. Amendment and Termination of the Plan. With the approval of our board, the plan administrator may amend, modify or terminate the plan at any timeand from time to time. However, no amendment may be made without the approval of our shareholders to the extent that approval is required by applicablelaws. The approval of our shareholders would also be required in the event that the amendment increased the number of shares available under our plan,permitted the plan administrator to extend the term of our plan or the exercise period for an option beyond ten years from the date of grant, or resulted in amaterial increase in benefits or a change in eligibility requirements, unless we decided to follow home country practice.2014 Share Incentive Plan In July 2014, we adopted our 2014 Plan, which permits the grant of options to purchase our ordinary shares, restricted shares, share appreciation rights,and other types of awards as deemed appropriate by the administrator. The maximum aggregate number of shares that may be issued pursuant to our 2014Plan is (i) 5,366,998 Class A ordinary shares, and (ii) an automatic increase on January 1 of each year after the effective date of the 2014 Plan by that numberof shares representing 1.5% of our then total issued and outstanding share capital as of December 31 of the preceding year, or such less number as determinedby the board of directors. In December 2017, we registered additional securities consisting of 5,237,297 Class A ordinary shares that were automaticallyadded to our 2014 Plan, effective January 1, 2015, January 1, 2016 and January 1, 2017, pursuant to the evergreen provisions. As of the date of this annualreport, options to acquire 605,000 Class A ordinary shares and 2,699,733 restricted shares have been granted and are outstanding under the 2014 Plan. The following paragraphs describe the principal terms of our 2014 Plan: Plan Administration. The plan will be administered by the Compensation Committee, or a committee of two or more directors to whom theCompensation Committee shall delegate the authority to grant or amend awards to participants other than independent directors and executive officers. Thecommittee will determine the provisions and terms and conditions of each award grant. Awards and Award Agreement. We may grant options, restricted shares, share appreciation rights, or other types of awards to our directors, employeesor consultants under the plan. Awards granted under the plan will be evidenced by award agreements that set forth the terms, conditions and limitations foreach award. These may include the term of an award, the provisions applicable in the112Table of Contentsevent the participant's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an award. Option Exercise Price. The exercise price of an option shall be determined by the plan administrator and set forth in the award agreement. It may be afixed price or a variable price related to the fair market value of our Class A ordinary shares, to the extent not prohibited by applicable laws. Subject to certainlimits set forth in the plan, the exercise price may be amended or adjusted in the absolute discretion of the plan administrator, whose determination shall befinal, binding and conclusive. To the extent not prohibited by applicable laws or any exchange rule, a downward adjustment of the exercise prices of optionsshall be effective without the approval of the shareholders or the approval of the affected participants. Eligibility. We may grant awards to our employees, directors and consultants or those of any of our related entities, which include our subsidiaries orany entities in which we hold a substantial ownership or control interest, as determined by our plan administrator. Awards other than incentive share optionsmay be granted to our employees, directors and consultants. Incentive share options may be granted only to employees of our company or a parent or asubsidiary of our company. Term of the Awards. The term of each award grant shall be determined by our plan administrator, provided that the term for an option shall not exceed10 years from the date of the grant. Vesting Schedule. In general, the plan administrator determines, or the award agreement specifies, the vesting schedule. We have the right to repurchasethe restricted shares until they have vested. Transfer Restrictions. Except as otherwise provided by the plan administrator, an award may not be transferred or otherwise disposed of by a participantother than by will or the laws of descent and distribution. The plan administrator may permit an award other than an incentive share option to be transferredto or exercised by certain persons related to the participant by express provision in the award or by an amendment to the award. A participant must give usprompt notice of any disposition of shares acquired by exercise of an incentive share option within (i) two years from the date of grant of such incentive shareoption or (ii) one year after the transfer of such shares to the participant. Corporate Transactions. Except as otherwise provided in an individual award agreement or any other written agreement entered into between aparticipant and us, our plan administrator may provide for one or more of the following in the event of a change of control or other similar corporatetransaction: (i) the termination of each award outstanding under the plan at a specific time in the future, with each participant having the right to exercisesuch awards during a period of time as determined by the plan administrator; (ii) either the purchase of any award for an amount of cash equal to the amountthat could have been attained upon the exercise of such award or realization of the participant's rights had such award been currently exercisable or payableor fully vested; (iii) the replacement of an award with other rights or property selected by the plan administrator in its sole discretion the assumption of orsubstitution of such award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number andkind of shares and prices, or (iv) provide for payment of awards in cash based on the value of shares on the date of the change of control plus reasonableinterest on the award through the date such award would otherwise be vested or have been paid in accordance with its original terms, if necessary to complywith the Code. Amendment and Termination of the Plan. With the approval of our board of directors, at any time and from time to time, the plan administrator mayterminate, amend or modify the 2014 Plan; provided, however, that to the extent necessary and desirable to comply with any applicable law, regulation, orstock exchange rule, unless we decide to follow home country practice, shareholder approval is required for any plan amendment, including any amendmentto the plan that (i) increases the number of shares available under the 2014 Plan, (ii) permits the plan administrator to extend the113Table of Contentsexercise period for an option beyond ten years from the date of grant, or (iii) results in a change in eligibility requirements. Share Incentive Grants The following table summarizes, for the year ended December 31, 2018, the outstanding options we granted to our directors and executive officers underthe 2011 Plan, the 2012 Plan, and the 2014 Plan. The following table summarizes, for the year ended December 31, 2018, the outstanding restricted shares we granted to our directors and executiveofficers under the 2012 Plan and the 2014 Plan.114Name Number ofOrdinary SharesUnderlyingOptions Exercise Price(US$/Share) Date of Grant Date of ExpirationEric Ya Shen 660,000 68.35 January 1, 2017 January 1, 2022Donghao Yang * 0.50 August 30, 2011 August 29, 2021 * 0.50 January 1, 2013 December 31, 2022 * 26.30 January 1, 2017 January 1, 2022Yizhi Tang * 0.50 March 18, 2011 March 17, 2021 * 2.52 November 30, 2011 November 29, 2021Nanyan Zheng * 2.50 April 16, 2012 April 15, 2022Kathleen Chien * 2.50 April 16, 2012 April 15, 2022Chun Liu * 2.50 March 22, 2013 March 22, 2023Note:*Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares.Name Number ofRestrictedShares Date of GrantArthur Xiaobo Hong 300,000 January 1, 2017Donghao Yang * January 1, 2017Bill Yanlin Huang(1) * October 1, 2016Yizhi Tang * January 1, 2013 * January 1, 2017Frank Lin * January 1, 2013 * April 1, 2016Xing Liu * January 1, 2013 * April 1, 2016Nanyan Zheng * January 1, 2013 * April 1, 2016Kathleen Chien * January 1, 2013 * April 1, 2016Chun Liu * March 22, 2013 * April 1, 2016Notes:*Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares. (1)Bill Yanlin Huang resigned as our chief technology officer in April 2019.Table of ContentsC. Board Practices Board of Directors Our board of directors consists of nine directors. A director is not required to hold any shares in our company by way of qualification. A director mayvote with respect to any contract or transaction in which he or she is materially interested provided the nature of the interest is disclosed prior to itsconsideration. Subject to our amended and restated memorandum and articles of association, the directors may exercise all the powers of our company toborrow money, mortgage their undertaking, property and uncalled capital and issue debentures or other securities whether outright or as security for any debt,liability or obligation of our company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination ofservice. Committees of the Board of Directors We have three committees under the board of directors, namely the audit committee, the compensation committee and the nominating and corporategovernance committee. We have adopted a charter for each of the three committees. Each committee's members and functions are described below. Audit Committee. Our audit committee consists of Ms. Kathleen Chien, Mr. Nanyan Zheng and Mr. Chun Liu. Ms. Kathleen Chien, Mr. Nanyan Zhengand Mr. Chun Liu satisfy the "independence" requirements under Section 303A of the Corporate Governance Rules of NYSE and Rule 10A-3 under theExchange Act. Ms. Kathleen Chien is the chair of our audit committee. We have determined that Ms. Kathleen Chien qualifies as an "audit committeefinancial expert." The purpose of the audit committee is to assist our board of directors with its oversight responsibilities regarding: (a) the integrity of ourfinancial statements, (b) our compliance with legal and regulatory requirements, (c) the independent auditor's qualifications and independence and (d) theperformance of our internal audit function and independent auditor. The audit committee will be responsible for, among other things:•appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independentauditors; •reviewing with the independent auditors any audit problems or difficulties and management's response; •discussing the annual audited financial statements with management and the independent auditors; •reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor andcontrol major financial risk exposures; •reviewing and approving all proposed related party transactions; •meeting separately and periodically with management and the independent auditors; and •monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures toensure proper compliance. Compensation Committee. Our compensation committee consists of Mr. Nanyan Zheng, Ms. Kathleen Chien and Mr. Frank Lin. Mr. Nanyan Zheng,Mr. Frank Lin and Ms. Kathleen Chien satisfy the "independence" requirements under Section 303A of the Corporate Governance Rules of NYSE.Mr. Nanyan Zheng is the chair of our compensation committee. The compensation committee assists the board in reviewing and approving compensationstructure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be115Table of Contentspresent at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:•reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executiveofficers; •reviewing and recommending to the board for determination with respect to the compensation of our directors; and •reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements. Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Nanyan Zheng,Ms. Kathleen Chien and Mr. Xing Liu. Mr. Nanyan Zheng, Ms. Kathleen Chien and Mr. Xing Liu satisfy the "independence" requirements underSection 303A of the Corporate Governance Rules of NYSE. Mr. Nanyan Zheng is the chair of our nominating and corporate governance committee. Thenominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determiningthe composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:•selecting and recommending to the board nominees for election by the shareholders or appointment by the board; •reviewing annually with the board the current composition of the board with regard to characteristics such as independence, knowledge, skills,experience and diversity; •making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;and •advising the board periodically with regard to significant developments in the law and practice of corporate governance as well as ourcompliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and onany remedial action to be taken. Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have aduty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. Infulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. Our company has the right to seekdamages if a duty owed by our directors to us is breached. Terms of Directors and Officers Our officers are elected by and serve at the discretion of the board of directors and the shareholders. Our directors are not subject to a term of office andhold office until such time as they are removed from office by ordinary resolution of the shareholders in a general meeting or by the unanimous writtenresolution of all shareholders. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes anyarrangement or composition with his creditors; or (ii) dies or is found by our company to be or becomes of unsound mind.116Table of ContentsD. Employees As of December 31, 2018, we had 57,638 full time employees, compared with 58,702 and 29,720 employees as of December 31, 2016 and 2017,respectively. We also employ independent contractors and part-time personnel from time to time. The following table sets forth the number of our full timeemployees categorized by areas of operations as of December 31, 2018: Our success depends on our ability to attract, retain and motivate qualified personnel. We have developed a corporate culture that encourages teamwork,effectiveness, self-development and commitment to providing our customers with superior services. We regularly provide our employees with trainingtailored to each job function to enhance performance and service quality. As required by regulations in China, we participate in various employee social security plans that are organized by municipal and provincialgovernments, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing insurance.We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances ofour employees, up to a maximum amount specified by the local government from time to time. In addition, we also provide our employees fringe benefitssuch as free lunches and periodic appreciation payments to employees' family members. For the year ended December 31, 2018, we have not experienced anysignificant labor disputes.E. Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2019 by:•each of our directors and executive officers; and •each person known to us to own beneficially more than 5% of our ordinary shares. The calculations in the shareholder table below are based on 133,101,306 ordinary shares issued and outstanding as of March 31, 2019, comprising of(i) 116,590,948 Class A ordinary shares, excluding the 747,793 Class A ordinary shares issued to Deutsche Bank Trust Company Americas, the depositary117Operations Number ofEmployees Merchandising 1,791 Products and technology support 2,081 Business development, sales and marketing 233 Internet finance 561 Customer services 1,828 Logistics and delivery 50,598 Administration and management 546 Total 57,638 Table of Contentsof our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans,and (ii) 16,510,358 Class B ordinary shares.118 Number ofOrdinary SharesBeneficiallyOwned(1) %(2)Directors and Executive Officers** : Eric Ya Shen(3) 16,895,358 12.7Arthur Xiaobo Hong(4) 9,049,741 6.8Martin Chi Ping Lau(5) * *Jacky Xu(6) * *Chun Liu(7) * *Frank Lin(8) * *Xing Liu(9) * *Kathleen Chien(10) * *Nanyan Zheng(11) * *Donghao Yang(12) * *Bill Yanlin Huang(12)(13) * *Yizhi Tang(12) * *All directors and executive officers as a group 27,881,305 20.9Principal Shareholders : Elegant Motion Holdings Limited(14) 16,510,358 12.4Tencent Mobility Limited(15) 11,558,130 8.7Windcreek Limited.(16) 9,644,034 7.2High Vivacity Holdings Limited(17) 8,952,810 6.7Notes:*Less than 1% of our total outstanding ordinary shares. **Except for Mr. Frank Lin, Mr. Xing Liu, Mr. Nanyan Zheng, Ms. Kathleen Chien, Mr. Chun Liu, and Mr. Martin Chi Ping Lau, the business address of our directorsand executive officers is c/o No. 20 Huahai Street, Liwan District, Guangzhou 510370, People's Republic of China. (1)Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the securities. (2)For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group bythe sum of the number of shares outstanding and the number of shares such person or group has the right to acquire upon exercise of the stock options or vesting ofrestricted shares within 60 days after March 31, 2019. (3)Beneficially owned through Elegant Motion Holdings Limited, a British Virgin Islands company, and options of Mr. Eric Ya Shen granted under our share incentiveplans to acquire Class A ordinary shares. Elegant Motion Holdings Limited is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust,Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposal of, and the exercise of any votingand other rights attached to these shares. As of March 31, 2019, Mr. Eric Ya Shen beneficially owned (i) 385,000 Class A ordinary shares issuable to Mr. Eric Ya Shenupon the exercise of options within 60 days after March 31, 2019, and (ii) 16,510,358 Class B ordinary shares held by Elegant Motion Holdings Limited, representing58.7% of the aggregate voting power of our company. (4)Beneficially owned through High Vivacity Holdings Limited, a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust, and optionsof Mr. Hong granted under our share incentive plans to acquire Class A ordinary shares. Under the terms of the Nasa Stand Trust, Mr. Hong has the power to direct thetrustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares. As of March 31, 2019, Mr. Hong beneficiallyowned (i) 96,931 restricted shares that can be acquired by Mr. Arthur Xiaobo Hong within 60 days after March 31, 2018; and (ii) 8,952,810 Class A ordinary shares heldby High Vivacity Holdings Limited.Table of Contents To our knowledge and based on our review of our register of shareholders as of March 31, 2019, 92,585,040 Class A ordinary shares were held of recordby one holder that resides in the United States, Deutsche Bank Trust Company Americas, the depositary of our ADS program. The number of beneficialowners of our ADSs in the United States is likely to be much larger than the number of record holders of our Class A ordinary shares in the United States. Forthe different voting rights of our Class A ordinary shareholders and Class B ordinary shareholders, please refer to "Item 4.A. Information on the Company—History and Development of the Company—Our Company." We are not aware of any arrangement that may, at a subsequent date, result in a change of controlof our company. For the options granted to our directors, officers and employees, please refer to "Item 6.B. Directors, Senior Management and Employees—Compensationof Directors and Executive Officers."119(5)The business address of Mr. Martin Chi Ping Lau is 39/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen 518057, People'sRepublic of China. (6)Beneficially owned through Advanced Sea International Limited, a British Virgin Islands company wholly owned by Mr. Xu. (7)The business address of Mr. Liu is Level 11, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People's Republic ofChina. (8)The business address of Mr. Lin is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025, U.S.A. (9)Mr. Liu is a partner of Sequoia Capital China. The business address of Mr. Liu is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong. (10)The business address of Ms. Chien is Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People's Republic of China. (11)The business address of Mr. Zheng is 10F, 705 Guangzhou Da Dao Nan Road, Guangzhou, Guangdong, 510290, People's Republic of China. (12)Certain of our directors and executive officers have been granted options pursuant to our stock incentive plans. See "Item 6.B. Directors, Senior Management andEmployees—Compensation of Directors and Executive Officers—Stock Incentive Plans." (13)Mr. Huang resigned as our chief technology officer in April 2019. (14)Elegant Motion Holdings Limited, or Elegant Motion, is a British Virgin Islands company. Elegant Motion is ultimately wholly owned by the SYZXC Trust. Underthe terms of the SYZXC Trust, Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposalof, and the exercise of any voting and other rights attached to these shares, as reported by Elegant Motion, Eric Ya Shen and Xiaochun Zhang on the Schedule 13G/Afiled with the SEC on February 12, 2019. The registered address of Elegant Motion Holdings Limited is Trident Chambers, Wickhams Cay, PO Box 146, Road Town,Tortola, British Virgin Islands. (15)Tencent Mobility Limited is a company limited by shares incorporated in Hong Kong. Tencent Mobility Limited is wholly owned by Tencent Holdings Limited, apublic company listed on Hong Kong Stock Exchange, as reported by Tencent Holdings Limited on the Schedule 13D/A filed with the SEC on March 7, 2019. Theprincipal office address of Tencent Mobility Limited is 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong. (16)Windcreek Limited is a company incorporated in the British Virgin Islands. Windcreek Limtied is ultimately wholly owned by JD.com, Inc., a public company whoseADS are traded on the Nasdaq Global Select Market, as reported by JD.com, Inc. on the Schedule 13D/A filed with the SEC on June 13, 2018. The registered address ofWindcreek Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. (17)High Vivacity Holdings Limited, or High Vivacity, is a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust. Under the terms ofthe Nasa Stand Trust, Mr. Hong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached tothese shares, as reported by High Vivacity and Arthur Xiaobo Hong on the Schedule 13G/A filed with the SEC on February 12, 2019. The registered address of HighVivacity Holdings Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.Table of Contents ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major Shareholders Please refer to "Item 6.E. Directors, Senior Management and Employees—Share Ownership."B. Related Party Transactions Contractual Arrangements Our wholly-owned subsidiary, Vipshop China, has entered into a series of contractual arrangements with our consolidated affiliated entity, Vipshop E-Commerce, and its shareholders, which enable us to exercise effective control over Vipshop E-Commerce, receive substantially all of the economic benefitsof Vipshop E-Commerce through service fees in consideration for the technical and consulting services provided by Vipshop China, and have an exclusiveoption to purchase, or designate one or more person(s) to purchase, all of the equity interests in Vipshop E-Commerce to the extent permitted under PRClaws, regulations and legal procedures. For a description of these contractual arrangements, see "Item 4.C. Information on the Company—OrganizationalStructure—Contractual Arrangements with Vipshop E-Commerce." Transactions with Our Directors and Shareholders In December 2017, a Tencent subsidiary and JD.com entered into strategic cooperation framework agreement and business cooperation frameworkagreement with us, respectively. Under these agreements, Tencent granted us an entry on the interface of Weixin Wallet, and JD.com granted us entries on themain page of JD.com's mobile application, and the main page of JD.com's Weixin Discovery shopping entry, to utilize the traffic from such platforms. Other than transactions with Tencent and JD.com, we purchased products and goods from companies controlled by our director and ordinary shareholder,in the amount of RMB247.9 million (US$36.1 million) for the year ended December 31, 2018. As of December 31, 2018, the amounts due to companiescontrolled by our director and ordinary shareholders were RMB42.4 million (US$6.2 million), which was unsecured and interest free. We also providedlogistic service to companies controlled or significantly influenced by our directors and ordinary shareholders in the amount of RMB1.8 million(US$0.3 million) for the year ended December 31, 2018. As of December 31, 2018, the amounts due from companies controlled or significantly influenced byour directors and ordinary shareholders were RMB9.5 million (US$1.4 million), which were unsecured and interest free. Transactions with Other Related Parties We purchased products and goods from companies significantly influenced by us in the amount of RMB92.5 million (US$13.5 million), and engagedone of our affiliate to provide advertising service in the amount of RMB1.6 million (US$0.2 million), for the year ended December 31, 2018. As ofDecember 31, 2018, the amount due to companies significantly influenced by us and our shareholders were RMB280.7 million (US$40.8 million), whichwere unsecured and interest free. Employment Agreements See "Item 6.A. Directors, Senior Management and Employees—Directors and Senior Management—Employment Agreements." Share Options See "Item 6.B. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Stock Incentive Plans."120Table of ContentsC. Interests of Experts and Counsel Not applicable. ITEM 8. FINANCIAL INFORMATIONA. Consolidated Statements and Other Financial Information We have appended consolidated financial statements filed as part of this annual report. Legal Proceedings From time to time, we have become and may in the future become a party to various legal or administrative proceedings arising in the ordinary course ofour business, including actions with respect to intellectual property infringement, violation of third-party license or other rights, breach of contract, labor andemployment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of ourmanagement, are likely to have a material and adverse effect on our business, financial condition or results of operations and cash flows.Litigation We and certain of our officers and directors were named as defendants in two putative securities class actions filed in the U.S. District Court for theSouthern District of New York: Heller v. Vipshop Holdings Limited et al. , Civil Action No. 1:15-cv-03870-LTS (S.D.N.Y.) (filed on May 19, 2015) andSchwartz v. Vipshop Holdings Limited et al. , Civil Action No. 1:15-cv-05097-LTS (S.D.N.Y.) (filed on June 30, 2015). The complaints in both putative classactions allege that certain of our financial statements and other public disclosures contained misstatements or omissions and assert claims under the U.S.securities laws. On September 15, 2015, the court consolidated the two actions, and appointed a lead plaintiff and approved the lead plaintiff's selection oflead counsel for the consolidated action. On November 24, 2015, the lead plaintiff filed a Notice of Voluntary Dismissal Without Prejudice which wasentered by the court, voluntarily dismissing, without prejudice, all claims in the consolidated action. Dividend Policy We have not paid in the past and do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currentlyintend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Our board of directors has discretion as to whether to distribute dividends, subject to applicable laws. Even if our board of directors decides to declaredividends, their form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financialcondition, contractual and statutory restrictions and other factors that the board of directors may deem relevant. Holders of our ADSs will be entitled to receive dividends, if any, subject to the terms of the deposit agreement, to the same extent as the holders of ourordinary shares. Cash dividends will be paid to the depositary of our ADSs in U.S. dollars, which will distribute them to the holders of ADSs according to theterms of the deposit agreement. Other distributions, if any, will be paid by the depositary to the holders of ADSs in any means it deems legal, fair andpractical.121Table of Contents We are a holding company incorporated in the Cayman Islands. We principally rely on dividends from our subsidiaries in China and Hong Kong for ourcash needs. To pay dividends to us, our subsidiaries in China and Hong Kong need to comply with the applicable regulations. See "Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—We principally rely on dividends and other distributions on equity paid by Vipshop China inChina to fund our cash and financing requirements, and any limitation on the ability of Vipshop China to make payments to us could materially andadversely affect our ability to conduct our business."B. Significant Changes Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financialstatements included in this annual report. ITEM 9. THE OFFER AND LISTINGA. Offer and Listing Details Our ADSs, each representing 0.2 Class A ordinary shares, have been listed on NYSE since March 23, 2012. Our ADSs trade under the symbol "VIPS."B. Plan of Distribution Not applicable.C. Markets Our ADSs, each representing 0.2 Class A ordinary shares, have been listed on NYSE since March 23, 2012. Our ADSs trade under the symbol "VIPS."D. Selling Shareholders Not applicable.E. Dilution Not applicable.F. Expenses of the Issue Not applicable. ITEM 10. ADDITIONAL INFORMATIONA. Share Capital Not applicable.B. Memorandum and Articles of Association Our second amended and restated memorandum and articles of association became effective on September 15, 2014. The following are summaries ofmaterial provisions of our second amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the materialterms of our ordinary shares.122Table of Contents Registered Office and Objects Pursuant to Article 2 of our second amended and restated memorandum of association, our registered office is at the offices of International CorporationServices Ltd., PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands or at such otherplace as our board of directors may from time to time decide. Pursuant to Article 3 of our second amended and restated memorandum of association, theobjects for which our company is established are unrestricted and our company has full power and authority to carry out any object not prohibited by theCompanies Law as the same may be revised from time to time, or any other law of the Cayman Islands. Directors See "Item 6.C. Directors, Senior Management and Employees—Board Practices." Ordinary Shares General. All of our outstanding Class A and Class B ordinary shares are fully paid and non-assessable. Certificates representing the Class A and Class Bordinary shares are issued in registered form. Our shareholders may freely hold and vote their shares. Each holder of our Class A ordinary shares is entitled toone vote for each Class A ordinary share held on matters submitted to a vote of shareholders, and each holder of our Class B ordinary shares is entitled to tenvotes for each Class B ordinary share held on matters submitted to a vote of shareholders. Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the CompaniesLaw. Voting Rights. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes on all matters upon which theordinary shares are entitled to vote. Voting at any shareholders' meeting is by show of hands unless a poll is demanded. A poll may be demanded by one ormore shareholders holding at least 10% of the paid up voting share capital, present in person or by proxy. A quorum required for a meeting of shareholders consists of at least one shareholder present in person or by proxy or, if a corporation or other non-naturalperson, by its duly authorized representative, who holds no less than one-third of our voting share capital. Shareholders' meetings are held annually and maybe convened by our board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least one-third of ourvoting share capital. Advance notice to shareholders of at least seven days is required for the convening of our annual general meeting and othershareholders' meetings. An ordinary resolution to be passed by the shareholders requires a simple majority of votes cast in a general meeting, while a special resolution requiresno less than two-thirds of the votes cast. A special resolution is required for important matters such as a change of name. Our shareholders may effect certainchanges by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capitalinto shares of larger amount than our existing shares and canceling any shares. Transfer of Shares. Subject to the restrictions of our memorandum and articles of association, as applicable, any of our shareholders may transfer all orany of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board. Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have alien. Our directors may also decline to register any transfer of any share unless (a) the instrument of transfer is lodged with us, accompanied by the123Table of Contentscertificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor tomake the transfer; (b) the instrument of transfer is in respect of only one class of shares; (c) the instrument of transfer is properly stamped, if required; (d) in thecase of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (e) the shares conceded are free ofany lien in favor of us; or (f) a fee of such maximum sum as NYSE may determine to be payable, or such lesser sum as our board of directors may from time totime require, has been paid to us in respect thereof. If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of thetransferor and the transferee notice of such refusal. The registration of transfers may, on 14 days' notice being given by advertisement in such one or morenewspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to timedetermine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year. Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available fordistribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares in accordance with the Companies Law andthe memorandum or articles of association of the company. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assetswill be distributed so that the losses are borne by our shareholders proportionately. Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on theirshares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The shares that have been called upon and remainunpaid on the specified time are subject to forfeiture. Redemption of Shares. Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or atthe option of the holders, on such terms and in such manner as may be determined by special resolution. Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, bevaried either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at ageneral meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class shall not, unless otherwise expresslyprovided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passuwith such previously existing shares. Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of ourlist of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. Anti-Takeover Provisions. Some provisions of our second amended and restated memorandum and articles of association may discourage, delay orprevent a change of control of our company or management that shareholders may consider favorable, including provisions that:•authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges andrestrictions of such preferred shares without any further vote or action by our shareholders; and •limit the ability of shareholders to requisition and convene general meetings of shareholders.124Table of Contents However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our second amended and restatedmemorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.C. Material Contracts Other than in the ordinary course of business and other than those described under this item, in "Item 4. Information on the Company," "Item 7.B. MajorShareholders and Related Party Transactions—Related Party Transactions" or elsewhere in this annual report, we have not entered into any material contractduring the two years immediately preceding the date of this annual report: (i) a subscription agreement dated December 17, 2017 by and among WindcreekLimited, Tencent Mobility Limited and Vipshop Holdings Limited; (ii) a business cooperation framework agreement dated December 17, 2017 by andamong JD.com and Vipshop Holdings Limited; (iii) a strategic cooperation framework agreement dated December 17, 2017 by and among Shenzhen TencentComputer Systems Company Limited and Vipshop Holdings Limited; and (iv) an investor rights agreement dated December 29, 2017 by and among VipshopHoldings Limited, Mr. Eric Ya Shen, Mr. Arthur Xiaobo Hong, Elephant Motion Holdings Limited, High Vivacity Holdings Limited, Windcreek Limited andTencent Mobility Limited.D. Exchange Controls See "Item 4.B. Information on the Company—Business Overview—Regulation—Regulations on Foreign Currency Exchange."E. Taxation Cayman Islands Taxation According to Travers Thorp Alberga, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations basedupon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to bematerial to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or broughtwithin the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or byus. There are no exchange control regulations or currency restrictions in the Cayman Islands. People's Republic of China Taxation PRC Enterprise Income Tax Law Under the EIT Law, an enterprise established outside of China with "de facto management bodies" within China is considered a PRC "residententerprise," meaning it can be treated in a manner similar to a PRC enterprise for EIT purposes, although the dividends paid to a PRC resident enterprise fromanother may qualify as "tax-exempt income." The implementation rules of the EIT Law define a "de facto management body" as a body that has substantialand overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of anenterprise. SAT Circular 82 issued by SAT on April 22, 2009 specifies that certain offshore enterprises controlled by a PRC company or a PRC companygroup will be classified as PRC "resident enterprises" if the following requirements are satisfied: (i) the senior management and core management departmentsin charge of its daily operations function are mainly in China; (ii) its financial and human resources decisions are subject to determination or approval bypersons or bodies in China; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders' meetings are locatedor kept in China; and (iv) at least half of the enterprise's directors with voting rights or senior management reside in China. Although SAT Circular 82 onlyapplies to125Table of Contentsoffshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals, the determination criteria set forth in SAT Circular 82 mayreflect SAT's general position on how the "de facto management body" test should be applied in determining tax resident status of offshore enterprises,regardless of whether they are controlled by PRC enterprises or PRC individuals. We believe that we are not a PRC resident enterprise and therefore we are not subject to PRC EIT reporting obligations and the dividends paid by us toholders of our ADSs or ordinary shares will not be subject to PRC withholding tax. However, if the PRC tax authorities determine that we are a PRC residententerprise for EIT purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our non-PRC enterprise shareholders and a 20%withholding tax from dividends we pay to our non-PRC individual shareholders, including the holders of our ADSs. In addition, non-PRC shareholders maybe subject to PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares if such income is treated as China-sourced income. It isunclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their tax residence and China in the event we aretreated as a PRC resident enterprise. See "Item 3.D. Key Information—Risk Factors—Risks Relating to Doing Business in China—It is unclear whether wewill be considered a PRC 'resident enterprise' under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC 'resident enterprise'status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations."Enterprise Income Tax for Share Transfer by Non-PRC Resident Enterprises On February 3, 2015, SAT issued SAT Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of SAT Public Notice 7 were abolishedPursuant to the SAT Public Notice 7, as amended, where a non-PRC resident enterprise indirectly transfers equities and other properties of a PRC residententerprise to evade its obligation of paying EIT by implementing arrangements that are not for reasonable commercial purpose, such indirect transfer shall bere-identified and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. SAT Public Notice 7, as amended, providesclear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale ofequity interests through a public securities market. SAT Public Notice 7, as amended, also brings challenges to both offshore transferor and transferee (orother person who is obligated to pay for the transfer) of taxable assets. Where a non-PRC resident enterprise transfers taxable assets indirectly by disposing ofthe equity interests of an offshore holding company, which is an Indirect Transfer, the non-PRC resident enterprise as either transferor or transferee, or thePRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant PRC tax authority. Using a "substance over form" principle,the PRC tax authority may disregard the existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for thepurpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to EIT, and the transferee or otherperson who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in aPRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes andthe transferor fails to pay the taxes.PRC Value-Added Tax (VAT) Law China started to apply VAT in 1984 on 24 specified taxable items until a structural reform on taxation system was implemented in 1994. In December1993, the PRC State Council promulgated the Provisional Regulation of the People's Republic of China on Value-Added Tax, which went effective onJanuary 1, 1994 and amended on February 6, 2016 and November 19, 2017, respectively, and is currently effective in China. According to this provisionalregulation, VAT should be paid by enterprises or individuals who sell merchandise or labor services of processing, repairing or assembling, sell126Table of Contentsservices, intangible assets or real property, or import goods within China on the added value derived from their production and/or services. Based on thecategories of taxable goods and services, different flat rates are adopted ranging from zero to 17%. We also conduct product promotional activities for certainbrands on our Vipshop Online Platform. Prior to January 1, 2012, pursuant to Provisional Regulation of the People's Republic of China on Business Taxwhich was abolished on November 19, 2017 and its implementing rules, any entity or individual rendering services in the PRC territory is generally subjectto a business tax at the rate of 5% on the revenues generated from provision of such services. In November 2011, MOF and SAT jointly issued two circularssetting out the details of the VAT Pilot Program, which change business tax to VAT for certain industries, including, among others, transportation services,research and development and technical services, information technology services, and cultural and creative services. On March 23, 2016, MOF and SATissued the SAT Circular 36. Effective from May 1, 2016, the PRC tax authorities will collect VAT in lieu of business tax on a trial basis within the PRCterritory, and in industries such as construction industries, real estate industries, financial industries, and living service industries. On November 19, 2017, theState Council issued the Decision on Abolishing the Provisional Regulation of China on Business Tax and Amending the Provisional Regulation of Chinaon Value-added Tax, pursuant to which, PRC tax authorities will collect VAT in lieu of business tax for all industries which should have been collectedbusiness tax within the PRC territory. Pursuant to the Provisional Regulation of China on Value-added Tax, as amended in 2017, entities and individuals thatsell goods, provide labor services of processing, repairs or maintenance, or sell services, intangible assets or real property in China, or import goods to China,shall be subject to VAT with a VAT rate ranging from 6% to 17%. On April 4, 2018, MOF and SAT jointly promulgated Circular 32, which took effect onMay 1, 2018 and was applicable to our company from May 1, 2018 to March 31, 2019. According to Circular 32: (i) for VAT taxable sales or importation ofgoods originally subject to VAT rates of 17% and 11% respectively, tax rates are adjusted to 16% and 10%, respectively; (ii) for purchase of agriculturalproducts originally subject to deduction rate of 11%, the deduction rate is adjusted to 10%; (iii) for purchase of agricultural products for the purpose ofproduction and sales or consigned processing of goods subject to tax rate of 16%, the taxes are calculated at the deduction rate of 12%; (iv) for exportedgoods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate is adjusted to 16%; and (v) for exported goods andcross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate is adjusted to 10%. To furtherreduce VAT, on March 30, 2019, MOF, SAT, and the General Administration of Customs jointly promulgated the Announcement on Relevant Policies forDeepening Value-Added Tax Reform, which took effect on April 1, 2019. According to the announcement: (i) for VAT taxable sales or importation of goodsoriginally subject to VAT rates of 16% and 10%, tax rates are adjusted to 13% and 9%, respectively; (ii) for purchase of agricultural products originallysubject to deduction rate of 10%, the deduction rate is adjusted to 9%; (iii) for purchase of agricultural products for the purpose of production and sales orconsigned processing of goods subject to tax rate of 13%, the taxes are calculated at the deduction rate of 10%; (iv) for exported goods originally subject totax rate of 16% and export tax refund rate of 16%, the export tax refund rate is adjusted to 13%; and (v) for exported goods and cross-border taxable actsoriginally subject to tax rate of 10% and export tax refund rate of 10%, the export tax refund rate is adjusted to 9%. To compute the VAT payable, the subject taxpayer needs to separately calculate the output tax and the input tax for the applicable period. The VATpayable is the difference between the output tax and the input tax. The formula for computing the tax payable is: VAT payable = Output tax payable for the applicable period minus Input tax receivable for the same applicable period As of December 31, 2016, 2017, and 2018, we had VAT recoverable of approximately RMB555.9 million, RMB791.2 million, and RMB770.9 million(US$112.1 million) respectively. VAT127Table of Contentsrecoverable occurs due to timing difference on operation of certain entities, as we record the revenue and VAT output when goods are delivered, but VATinput invoice from suppliers may be delayed. We also had VAT tax payable of RMB258.2 million, RMB526.0 million, RMB749.1 million(US$109.0 million) as of December 31, 2016, 2017, and 2018, respectively, included as tax payable. We do not net off VAT recoverable and payable fromdifferent entities within our group companies. United States Federal Income Tax Considerations The following is a summary of United States federal income tax considerations with respect to the ownership and disposition of our ADSs or Class Aordinary shares by a U.S. Holder, as defined below, that holds our ADSs or Class A ordinary shares as "capital assets" (generally, property held for investment)under the United States Internal Revenue Code of 1986, as amended, or the Code. This summary is based upon existing United States federal tax law, whichis subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS,with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take acontrary position. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light oftheir individual investment circumstances, including investors subject to special tax rules (for example, financial institutions, insurance companies, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships and their partners, pension plans, regulated investment companies, real estateinvestment trusts, cooperatives, and tax-exempt organizations (including private foundations)), holders who are not U.S. Holders, holders who own (directly,indirectly, or constructively) 10% or more of our stock (by vote or value), holders that hold their ADSs or Class A ordinary shares as part of a straddle, hedge,conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, United States expatriates, persons liable foralternative minimum tax, holders who acquired their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation,holders required to accelerate the recognition of any item of gross income with respect to our ADSs or ordinary shares as a result of such income beingrecognized on an applicable financial statement or holders that have a functional currency other than the United States dollar, all of whom may be subject totax rules that differ significantly from those summarized below. In addition, this summary of United States federal income tax considerations does not discussany state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, or the Medicare Tax. Each U.S. Holderis advised to consult its tax advisors regarding the United States federal, state, local, and non-United States income and other tax considerations of aninvestment in our ADSs or Class A ordinary shares.General For purposes of this summary, a "U.S. Holder" is a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income taxpurposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation (or other entity treated as a corporation for United States federalincome tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (c) an estate the income ofwhich is includible in gross income for United States federal income tax purposes regardless of its source, or (d) a trust (A) the administration of which issubject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantialdecisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.128Table of Contents If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ADSs or Class Aordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership.Partnerships and partners of a partnership holding our ADSs or Class A ordinary shares are advised to consult their tax advisors regarding an investment inour ADSs or Class A ordinary shares. It is generally expected that a U.S. Holder of ADSs should be treated as the beneficial owner, for United States federal income tax purposes, of theunderlying shares represented by the ADSs. The remainder of this discussion assumes that a holder of ADSs will be treated in this manner. Accordingly,deposits or withdrawals of Class A ordinary shares for ADSs will not be subject to United States federal income tax.Passive Foreign Investment Company Considerations A non-United States corporation, such as our company, will be a PFIC for United States federal income tax purposes for any taxable year if either (a) 75%or more of its gross income for such year consists of certain types of "passive" income or (b) 50% or more of the average quarterly value of its assets (asdetermined on the basis of fair market value) during such year is attributable to assets that produce or are held for the production of passive income. For thispurpose, cash and assets readily convertible into cash are categorized as passive assets and the company's goodwill and other unbooked intangiblesassociated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends,interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and earning aproportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our consolidated affiliated entities (and their subsidiaries) as being owned by us for United Statesfederal income tax purposes, not only because we control their management decisions but also because we are entitled to substantially all of the economicbenefits associated with these entities, and, as a result, we consolidate these entities' operating results in our consolidated financial statements. If it weredetermined, however, that we are not the owner of any of our consolidated affiliated entities (or their subsidiaries) for United States federal income taxpurposes, we would likely be treated as a PFIC for the current taxable year or any future taxable year. Assuming that we are the owner of our consolidated affiliated entities (and their subsidiaries) for United States federal income tax purposes, and basedupon our income and assets and the market price of our ADSs, we do not believe that we were a PFIC for the taxable year ended December 31, 2018 and donot anticipate becoming a PFIC in the foreseeable future. While we do not expect to become a PFIC, the determination of whether we will be or become aPFIC will depend in part upon the market price of our ADSs, which we cannot control. Among other matters, if our market capitalization declines, we may beclassified as a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill andother unbooked intangibles, which may result in our company being, or becoming, a PFIC for the current or one or more future taxable years. The determination of whether we are or will be a PFIC will also depend, in part, on the composition of our income and our assets, which will be affectedby how, and how quickly, we use our liquid assets. Under circumstances where we determine not to deploy significant amounts of cash for active purposes,our risk of becoming classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status isa fact-intensive determination made on an annual basis, no assurance can be given that we are not or will not become a PFIC and our special United Statescounsel expresses no opinion with respect to our PFIC status and also129Table of Contentsexpresses no opinion with respect to our expectations regarding our PFIC status. If we are a PFIC for any year during which a U.S. Holder holds our ADSs orClass A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or Class Aordinary shares. The discussion below under "Dividends" and "Sale or Other Disposition of ADSs or Class A Ordinary Shares" assumes that we will not be a PFIC forUnited States federal income tax purposes. The United States federal income tax rules that apply if we are a PFIC for the current taxable year or anysubsequent taxable year are generally discussed below under "Passive Foreign Investment Company Rules."Dividends Subject to the PFIC rules discussed below, any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or Class A ordinaryshares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible inthe gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares,or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income taxprinciples, any distribution paid will generally be reported as a "dividend" for United States federal income tax purposes. A non-corporate recipient ofdividend income generally will be subject to tax on dividend income from a "qualified foreign corporation" at a reduced capital gains rate rather than themarginal tax rates generally applicable to ordinary income provided that certain holding period requirements and other requirements are met. Each U.S.Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends to its particular circumstances. A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the precedingtaxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with theUnited States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange ofinformation provision, or (b) with respect to any dividend it pays on stock (or ADSs in respect of such stock) which is readily tradable on an establishedsecurities market in the United States. Our ADSs are listed on NYSE, which is an established securities market in the United States, and we expect our ADSs tobe readily tradable on NYSE for as long as our ADSs continue to be listed on NYSE. Accordingly, we believe that dividends we pay on our ADSs will meetthe conditions required for the reduced tax rate. Since we do not expect that our Class A ordinary shares will be listed on an established securities market inthe United States, it is unclear whether dividends that we pay on our Class A ordinary shares that are not backed by ADSs currently meet the conditionsrequired for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in theUnited States in later years. In the event that we are deemed to be a PRC "resident enterprise" and are liable to tax under EIT Law, we should be eligible for the benefits of the UnitedStates-PRC income tax treaty (the "U.S.-PRC Treaty"), which the Secretary of Treasury of the United States has determined is satisfactory for purposes ofclause (a) above and which includes an exchange of information provision. If we are eligible for such benefits, dividends we pay on our Class A ordinaryshares, regardless of whether such shares are represented by the ADSs, would generally be eligible for the reduced rate of taxation applicable to qualifieddividend income whether or not such shares are readily tradable on an established securities market in the United States. Dividends received on the ADSs orClass A ordinary shares will not be eligible for the dividends received deduction allowed to corporations. Each U.S. Holder is advised to consult its taxadvisors regarding the availability of the lower capital gains rate130Table of Contentsapplicable to qualified dividend income for any dividends we pay with respect to our ADSs or Class A ordinary shares. Dividends paid on our ADSs or Class A ordinary shares generally will be treated as income from foreign sources for United States foreign tax creditpurposes and generally will constitute passive category income. In the event that we are deemed to be a PRC "resident enterprise" under the EIT Law, a U.S.Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or Class A ordinary shares. A U.S. Holder may be eligible, subject to anumber of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ADSs orClass A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for UnitedStates federal income tax purposes in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreignincome taxes. The rules governing the foreign tax credit are complex. Each U.S. Holder is advised to consult its tax advisors regarding the availability of theforeign tax credit under its particular circumstances.Sale or Other Disposition of ADSs or Class A Ordinary Shares Subject to the PFIC rules discussed below, a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs orClass A ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder's adjusted tax basis insuch ADSs or Class A ordinary shares. Any capital gain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one yearand will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gain of non-corporate U.S. Holders isgenerally eligible for a reduced rate of taxation. In the event that we are deemed to be a PRC "resident enterprise" under the EIT Law and gain from thedisposition of the ADSs or Class A ordinary shares is subject to tax in China, a U.S. Holder that is eligible for the benefits of the U.S.-PRC Treaty may elect totreat the gain as PRC source income. The deductibility of a capital loss may be subject to limitations. Each U.S. Holder is advised to consult its tax advisorsregarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or Class A ordinary shares, including the availability of the foreigntax credit under its particular circumstances.Passive Foreign Investment Company Rules If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether weremain a PFIC, on (a) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S.Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder's holding periodfor the ADSs or Class A ordinary shares), and (b) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ADSsor Class A ordinary shares. Under the PFIC rules:•such excess distribution and/or gain will be allocated ratably over the U.S. Holder's holding period for the ADSs or Class A ordinary shares; •such amount allocated to the current taxable year and any taxable years in the U.S. Holder's holding period prior to the first taxable year inwhich we are classified as a PFIC, or pre-PFIC year, will be taxable as ordinary income; •such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable toindividuals or corporations as appropriate for that year; and131Table of Contents•an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than apre-PFIC year. If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our non-United States subsidiariesis also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC andwould be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though suchU.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding theapplication of the PFIC rules to any of our subsidiaries. As an alternative to the foregoing rules, if we are a PFIC, a U.S. Holder of "marketable stock" may make a mark-to-market election with respect to ourADSs, provided that the ADSs are regularly traded on NYSE. In addition, we do not expect that holders of Class A ordinary shares that are not represented byADSs will be eligible to make a mark-to-market election. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may begiven in this regard. If a U.S. Holder makes this election, the U.S. Holder will generally (a) include as ordinary income for each taxable year that we are a PFICthe excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (b) deduct as an ordinaryloss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deductionwill only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder's adjusted taxbasis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-marketelection, any gain recognized upon the sale or other disposition of ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, butonly to the extent of the net amount previously included in the income as a result of the mark-to-market election. If a U.S. Holder makes a mark-to-market election and we cease to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-marketgain or loss described above during any period that we are not classified as a PFIC. Because a mark-to-market election cannot be made for any lower-tierPFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder's indirect interest in any investments heldby us that are treated as an equity interest in a PFIC for United States federal income tax purposes. We do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in taxtreatment different from the general tax treatment for PFICs described above. If a U.S. Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must file an annual reportcontaining such information as the United States Treasury Department may require and will generally be required to file an annual IRS Form 8621. Each U.S.Holder is advised to consult its tax advisors concerning the United States federal income tax consequences of purchasing, holding, and disposing of ADSs orClass A ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.Information Reporting U.S. Holders may be subject to information reporting to the IRS with respect to dividends on and proceeds from the sale or other disposition of our ADSsor Class A ordinary shares. Each U.S. Holder is advised to consult its tax advisors regarding the application of the United States information reporting rules toits particular circumstances.132Table of Contents Certain U.S. Holders who hold "specified foreign financial assets," including stock of a non-U.S. corporation that is not held in an account maintained bya U.S. "financial institution," whose aggregate value exceeds US$50,000 during the tax year, may be required to attach to their tax returns for the year certainspecified information. An individual who fails to timely furnish the required information may be subject to a penalty. U.S. Holders who are individualsshould consult their own tax advisors regarding their reporting obligations under this legislation.F. Dividends and Paying Agents Not applicable.G. Statement by Experts Not applicable.H. Documents on Display We have filed with SEC a registration statement on Form F-1, including relevant exhibits and securities under the Securities Act with respect tounderlying ordinary shares represented by the ADSs. We have also filed with SEC a related registration statement on Form F-6 (File No. 333-180029) toregister the ADSs. We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, weare required to file reports, including annual reports on Form 20-F, and other information with SEC. All information filed with SEC can be obtained over theInternet at SEC's website at www.sec.gov or inspected and copied at the public reference facilities maintained by SEC at 100 F Street, N.E., Washington, D.C.20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call SEC at 1-800-SEC-0330 or visit theSEC website for further information on the operation of the public reference rooms. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders,and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained inSection 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with SEC asfrequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with ourannual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, andall notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will makesuch notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the informationcontained in any notice of a shareholders' meeting received by the depositary from us.I. Subsidiary Information Not applicable. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest bearing demanddeposits and short-term investments, and interest rates associated with the 2014 offering. The convertible senior notes we issued in the 2014 offering bear133Table of Contentsinterest at a rate of 1.50% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2014. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed to material risks due to changes in interest rates. We have not used anyderivative financial instruments to manage our interest risk exposure. Based on our cash balance as of December 31, 2018, a one basis point decrease ininterest rates would only result in a minimal decrease in our interest income on an annual basis. Our future interest income may fluctuate in line with changesin interest rates. However, the risks associated with fluctuating interest rates are principally confined to our interest-bearing cash deposits, and, therefore, ourexposure to interest rate risk is limited. Foreign Exchange Risk All of our revenues and most of our expenses are denominated in Renminbi. Our exposure to foreign exchange risk primarily relates to the U.S. dollarproceeds of the public offerings of our equity securities, most or substantially all of which we expect to convert into Renminbi over time. As the impact offoreign currency risk on our operations was not material in the past, we have not used any forward contracts, currency borrowings or derivative instruments tohedge our exposure to foreign currency exchange risk. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political andeconomic conditions in China and by China's foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of peggingthe value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. BetweenJuly 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. SinceJune 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC orU.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. To the extent that we need to convert the U.S. dollars we receive from any offering or financing into Renminbi to fund our operations, acquisitions, or forother uses within the PRC, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from theconversion. To the extent that we seek to convert Renminbi into U.S. dollars, depreciation of the Renminbi against the U.S. dollar would have an adverseeffect on the U.S. dollar amount we receive from the conversion. On the other hand, a decline in the value of the Renminbi against the U.S. dollar couldreduce the U.S. dollar equivalent of our financial results, the value of your investment in the company and the dividends that we may pay in the future, if any,all of which may materially and adversely affect the prices of our ADS. The Renminbi has fluctuated significantly against the U.S. dollar during the reporting periods presented, from a rate of RMB6.9430 to US$1.00 as ofDecember 30, 2016 to a rate of RMB6.5063 to US$1.00 as of December 31, 2017 and to a rate of RMB6.8755 to US$1.00 as of December 31, 2018. We areexposed to currency risk attributable to foreign currencies denominated monetary assets and liabilities that are different from the respective group entities'functional currency, while as these monetary assets and liabilities are not material, and all of our revenues and most of our expenses are denominated inRenminbi, the changes in the exchange rates of Renminbi against U.S. dollars have not historically materially impacted our results of operations. We are not currently subject to any significant direct foreign exchange risk and accordingly, we have not hedged exposures denominated in foreigncurrencies, nor do we have any other derivative financial instruments outstanding. Based on the amount of our cash, cash equivalents and restricted cash as ofDecember 31, 2018, a 1.0% change in the exchange rate between the Renminbi and the U.S.134Table of Contentsdollar would result in an increase or decrease of RMB8.9 million (US$1.3 million) to our cash, cash equivalents and restricted cash. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESA. Debt Securities Not applicable.B. Warrants and Rights Not applicable.C. Other Securities Not applicable.D. American Depositary Shares Fees and Charges Our ADS Holders May Have to Pay Deutsche Bank Trust Company Americas, the depositary of our ADS program, collects its fees for delivery and surrender of ADSs directly from investorsdepositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for makingdistributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. Thedepositary may collect its annual fee for depositary services by deducting from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those servicesare paid. Set forth below is a summary of fees holders of our ADSs may be required to pay for various services the depositary may provide:135Service Fees•Issuance of ADSs, including issuances resulting from a distribution ofshares or rights or other property Up to US$0.05 per ADS issued•Cancellation of ADSs, including the case of termination of the depositagreement Up to US$0.05 per ADS cancelled•Distribution of cash dividends or other cash distributions Up to US$0.05 per ADS held•Distribution of ADSs pursuant to share dividends, free share distributionsor exercise of rights. Up to US$0.05 per ADS held•Distribution of securities other than ADSs or rights to purchaseadditional ADSs A fee equivalent to the fee that would be payable if securities distributed toyou had been ordinary shares and the ordinary shares had been depositedfor issuance of ADSs•Depositary services Up to US$0.05 per ADS held on the applicable record date(s) establishedby the depositary bank•Transfer of ADRs US$1.50 per certificate presented for transferTable of Contents As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmentalcharges such as:•Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands(i.e., upon deposit and withdrawal of ordinary shares). •Expenses incurred for converting foreign currency into U.S. dollars. •Expenses for cable, telex and fax transmissions and for delivery of securities. •Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes(i.e., when ordinary shares are deposited or withdrawn from deposit). •Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit. •Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable toordinary shares, deposited securities, ADSs and ADRs. •Any applicable fees and penalties thereon. Fees and Other Payments Made by the Depositary to Us The depositary has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADRprogram, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount ofreimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse uscertain fees payable to the depositary by holders of ADSs. Neither the depositary nor we can determine the exact amount to be made available to us because(i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs and, (iii) our reimbursable expensesrelated to the program are not known at this time. PART II. ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS On September 15, 2014, our shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which our authorized share capitalwas reclassified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote andeach Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote. See "Item 10. Additional Information" for a description of the rights of securities holders.136Table of Contents ITEM 15. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Exchange Act, our senior management, with the participation of our chief executive officer and chief financialofficer, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of theExchange Act. Based upon that evaluation, our senior management has concluded that, as of December 31, 2018, our disclosure controls and procedures wereeffective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by us in thereports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC's rule andforms and that such information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicatedto our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timelydecisions regarding required disclosures. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes thosepolicies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financialstatements in accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of ourmanagement and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or dispositionof our company's assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control overfinancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks thatcontrols may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management conducted an assessment of the effectiveness of our company's internal control over financial reporting as of December 31, 2018 basedon the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2018. Deloitte Touche Tohmatsu, our independent registered public accounting firm, audited the financial statements included in this annual report and issuedan attestation report on our management's assessment of our company's internal control over financial reporting as of December 31, 2018. Attestation Report of the Registered Public Accounting Firm The attestation report on our management's assessment of our company's internal control over financial reporting issued by Deloitte Touche Tohmatsu,our independent registered public accounting firm, appears on page F-3 of this annual report.137Table of Contents Changes in Internal Control over Financial Reporting As required by Rule 13a-15(d), under the Exchange Act, our management, including our chief executive officer and our chief financial officer, alsoconducted an assessment of our company's internal control over financial reporting to determine whether any changes occurred during the period covered bythis annual report have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on thatassessment, it has been determined that there has been no such change during the period covered by this annual report. ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Our board of directors has determined that Ms. Kathleen Chien, an independent director (under the standards set forth in Section 303A of the NYSEListed Company Manual and Rule 10A-3 under the Exchange Act) and member of our audit committee, qualifies as an audit committee financial expert. ITEM 16B. CODE OF ETHICS Our board of directors has adopted a code of ethics that applies to all of the directors, officers and employees of us and our subsidiaries, whether theywork for us on a full-time, part-time, consultative, or temporary basis. In addition, we expect those who do business with us, such as consultants, suppliers andcollaborators, to also adhere to the principles outlined in the code of ethics. Certain provisions of the code of ethics apply specifically to our chief executiveofficer, chief financial officer, senior finance officer, controller, vice presidents and any other persons who perform similar functions for us. We have filed ourcode of business conduct and ethics as an exhibit to our registration statement on Form F-1 (No. 333-179581) in connection with our initial public offering inMarch 2012, which was incorporated by reference thereto in this annual report. ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by DeloitteTouche Tohmatsu, our principal accountant, for the periods indicated. We did not pay any other fees to our principal accountant during the periods except asindicated below.138 2017 2018 RMB RMB US$ (in thousands) Audit Fees(1) 12,500 14,000 2,036 Audit-Related Fees(2) 1,387 1,443 210 Tax Fees(3) 140 838 122 All Other Fees(4) 630 — — Notes:(1)"Audit Fees" represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annualconsolidated financial statements, review of quarterly financial information, and audit services that are normally provided by the principal accountant in connection withregulatory filings or engagements for those fiscal years. (2)"Audit-Related Fees" represent the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonablyrelated to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." (3)"Tax Fees" represent the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for tax compliance, tax advice,and tax planning.Table of Contents All audit and permitted non-audit services provided by our principal accountant, including audit services, audit-related services, tax services and otherservices as described above, must be and have been approved in advance by our audit committee. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES None. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS None. ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT None. ITEM 16G. CORPORATE GOVERNANCE Section 303A.08 of the NYSE Listed Company Manual requires a NYSE-listed company to obtain its shareholders' approval when an equitycompensation arrangement is established or materially amended. Section 303A.00 of the NYSE Listed Company Manual permits a foreign private issuer likeour company to follow home country practice in certain corporate governance matters. Pursuant to the approval on July 1, 2014 by our board of directors, weadopted our 2014 Plan. Our Cayman Islands counsel has provided a letter to NYSE dated July 5, 2014 certifying that under Cayman Islands law, we are notrequired to obtain shareholders' approval for adoption of an equity incentive plan. NYSE has acknowledged the receipt of such letter and our home countrypractice with respect to approval for the adoption of our 2014 Plan. Other than the home country practices described above, we are not aware of any significant differences between our corporate governance practices andthose followed by domestic companies under NYSE Listed Company Manual. ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. PART III. ITEM 17. FINANCIAL STATEMENTS We have elected to provide financial statements pursuant to Item 18. ITEM 18. FINANCIAL STATEMENTS The consolidated financial statements of Vipshop Holdings Limited are included at the end of this annual report.139(4)"All Other Fees" represent the aggregate fees billed in each of the fiscal years listed for products and services provided by our principal accountant, other than the servicesreported in (1), (2), and (3).Table of Contents ITEM 19. EXHIBITS 140ExhibitNumber Document 1.1 Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by referenceto Exhibit 3.2 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filedwith the Securities and Exchange Commission on February 17, 2012) 1.2 Second Amended and Restated Memorandum and Articles of Association of the Registrant adopted by theshareholders of the Registrant on September 15, 2014 (incorporated by reference to Exhibit 99.2 to our Reportof Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on September 16,2014) 2.1 Form of Ordinary Share Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to ourRegistration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities andExchange Commission on February 17, 2012) 2.2 Deposit Agreement among the Registrant, the depositary and all holders of the American Depositary Receiptsof the Registrant, dated as of March 22, 2012 (incorporated by reference to Exhibit 4.3 to our RegistrationStatement on Form S-8 (File No. 333-181559) filed with the Securities and Exchange Commission on May 21,2012) 2.3 Form of Amendment to Deposit Agreement among the Registrant, the depositary and all holders of theAmerican Depositary Receipts of the Registrant (incorporated by reference to Exhibit 99.(A)(2) to theRegistration Statement on Form F-6EF filed by Deutsche Bank Trust Company Americas with the Securitiesand Exchange Commission on October 21, 2014) 2.4 Amended and Restated Shareholders' Agreement, among the Registrant and other parties thereto dated as ofApril 11, 2011 (incorporated by reference to Exhibit 4.4 to our Registration Statement on Form F-1 (FileNo. 333-179581), as amended, initially filed with the Securities and Exchange Commission on February 17,2012) 4.1 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission onFebruary 17, 2012) 4.2 2012 Share Incentive Plan (incorporated by reference to Exhibit 10.11 to our Registration Statement onForm F-1 (File No. 333-179581), as amended, initially filed with the Securities and Exchange Commission onFebruary 17, 2012) 4.3 2014 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-8, as amended, initially filed with the Securities and Exchange Commission on October 22, 2014) 4.4 Form of Employment Agreement between the Registrant and the executives of the Registrant (incorporated byreference to Exhibit 10.2 to our Registration Statement on Form F-1 (File No. 333-179581), as amended,initially filed with the Securities and Exchange Commission on February 17, 2012) 4.5*Form of Exclusive Business Cooperation Agreement between a wholly-owned subsidiary of the Registrant anda consolidated affiliated entity of the Registrant, as currently in effect, and a schedule of all executed exclusivebusiness cooperation agreements adopting the same form in respect of a consolidated affiliated entity of theRegistrantTable of Contents141ExhibitNumber Document 4.6*Form of Equity Interest Pledge Agreement among a wholly-owned subsidiary of the Registrant, a consolidatedaffiliated entity of the Registrant, and shareholders of the consolidated affiliated entity of the Registrant , ascurrently in effect, and a schedule of all executed equity interest pledge agreements adopting the same form inrespect of a consolidated affiliated entity of the Registrant 4.7*Form of Exclusive Option Agreement among a wholly-owned subsidiary of the Registrant, a consolidatedaffiliated entity of the Registrant, and shareholders of the consolidated affiliated entity of the Registrant , ascurrently in effect, and a schedule of all executed exclusive option agreements adopting the same form inrespect of a consolidated affiliated entity of the Registrant 4.8*Form of Power of Attorney by shareholders of a consolidated affiliated entity of the Registrant, as currently ineffect, and a schedule of all executed powers of attorney adopting the same form in respect of a consolidatedaffiliated entity of the Registrant 4.9*Form of Loan Agreement between a wholly-owned subsidiary of the Registrant and a consolidated affiliatedentity of the Registrant, as currently in effect, and a schedule of all executed loan agreements adopting thesame form in respect of a consolidated affiliated ntity of the Registrant 4.10 Form of Indemnity Agreement between the Registrant and its directors and officers (incorporated by referenceto Exhibit 10.10 to our Registration Statement on Form F-1 (File No. 333-179581), as amended, initially filedwith the Securities and Exchange Commission on February 17, 2012) 4.11 English Translation of Contract for Assignment of State-owned Construction Land Use Right dated July 16,2015 between Guangzhou Municipal Bureau of Land Resources and Housing Management and GuangzhouVipshop Data Technology Co., Ltd. (incorporated by reference to Exhibit 4.10 to our Annual Report onForm 20-F (File No. 001-35454) filed with the Securities and Exchange Commission on April 14, 2017) 4.12 English Translation of Contract for Assignment of State-owned Construction Land Use Right dated August 20,2015 between Guangzhou Municipal Bureau of Land Resources and Housing Management and GuangzhouVipshop Data Technology Co., Ltd. (incorporated by reference to Exhibit 4.11 to our Annual Report onForm 20-F (File No. 001-35454) filed with the Securities and Exchange Commission on April 14, 2017) 4.13 Subscription Agreement dated December 17, 2017, among the Registrant, Windcreek Limited and TencentMobility Limited (incorporated by reference to Exhibit 99.2 to our Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on December 18, 2017) 4.14 Business Cooperation Framework Agreement dated December 17, 2017 among the Registrant and JD.com, Inc.(incorporated by reference to Exhibit 99.3 to Schedule 13D (File No. 005-86788) filed by JD.com, Inc. with theSecurities and Exchange Commission on January 8, 2018) 4.15 Strategic Cooperation Framework Agreement dated December 17, 2017 among the Registrant and ShenzhenTencent Computer Systems Company Limited (incorporated by reference to Exhibit 4 to Schedule 13D (FileNo. 005-86788) filed by Tencent Holdings Limited with the Securities and Exchange Commission onJanuary 8, 2018)Table of Contents142ExhibitNumber Document 4.16 Investor Rights Agreement dated December 29, 2017 among the Registrant, Mr. Eric Ya Shen, Mr. ArthurXiaobo Hong, Elephant Motion Holdings Limited, High Vivacity Holdings Limited, Windcreek Limited andTencent Mobility Limited (incorporated by reference to Exhibit 99.4 to Schedule 13D (File No. 005-86788)filed by JD.com, Inc. with the Securities and Exchange Commission on January 8, 2018) 8.1*List of Significant Consolidated Entities of the Registrant 11.1 Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 to ourRegistration Statement on Form F-1 (File No. 333-179581), as amended, initially filed with the Securities andExchange Commission on February 17, 2012) 12.1*Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12.2*Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 13.1**Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 13.2**Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 15.1*Consent of Deloitte Touche Tohmatsu 15.2*Consent of Han Kun Law Offices 15.3*Consent of Travers Thorp Alberga 101.INS*XBRL Instance Document 101.SCH*XBRL Taxonomy Extension Scheme Document 101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*XBRL Taxonomy Extension Label Linkbase Document 101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document*Filed with this annual report on Form 20-F. **Furnished with this annual report on Form 20-F.Table of Contents SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned tosign this annual report on its behalf.Date: April 18, 2019143 Vipshop Holdings Limited By: /s/ Eric Ya Shen Name: Eric Ya Shen Title: Chairman of the Board of Directors andChief Executive OfficerTable of Contents VIPSHOP HOLDINGS LIMITEDINDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 PageReport of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets as of December 31, 2017 and 2018 F-5Consolidated Statements of Income and Comprehensive Income for each of the three years in the period endedDecember 31, 2018 F-8Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2018 F-9Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2018 F-11Notes to the Consolidated Financial Statements F-13Schedule I—Financial Information of Parent Company F-75Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Vipshop Holdings Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Vipshop Holdings Limited, its subsidiaries, its consolidated variable interest entities("VIEs") and VIEs' subsidiaries (collectively referred to as the "Group") as of December 31, 2018 and 2017, the related consolidated statements of income andcomprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2018, the related notes and theschedule listed in the Schedule I (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Group as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three yearsin the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America. Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has beenmade in conformity with the basis stated in Note 2 to the financial statements. Such United States dollar amounts are presented solely for the convenience ofreaders in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group'sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 18, 2019, expressed an unqualified opinion on theGroup's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on the Group's financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performingprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits alsoincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that our audits provide a reasonable basis for our opinion./s/ Deloitte Touche TohmatsuCertified Public AccountantsHong KongApril 18, 2019We have served as the Group's auditor since 2011.F-2Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Vipshop Holdings Limited Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Vipshop Holdings Limited, its subsidiaries, its consolidated variable interest entities("VIEs") and VIEs' subsidiaries (collectively referred to as the "Group") as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Groupmaintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in InternalControl—Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedfinancial statements as of and for the year ended December 31, 2018, of the Group and our report dated April 18, 2019, expressed an unqualified opinion onthose financial statements. Basis for Opinion The Group's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financing Reporting. Ourresponsibility is to express an opinion on the Group's internal control over financial reporting based on our audit. We are a public accounting firm registeredwith the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internalcontrol over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financialstatements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subjectF-3Table of Contentsto the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate./s/ Deloitte Touche TohmatsuCertified Public AccountantsHong KongApril 18, 2019F-4Table of Contents VIPSHOP HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (All amounts in thousands, except for share and par value data) The accompanying notes are an integral part of the consolidated financial statements.F-5 As of December 31, 2017 2018 2018 RMB RMB US$ Note 2(ad) ASSETS Current assets: Cash and cash equivalents 9,973,891 9,540,556 1,387,616 Restricted cash 248,101 497,916 72,419 Short term investments 245,981 2,321,244 337,611 Accounts receivable, net 4,803,527 5,674,731 825,355 Amounts due from related parties 10,191 17,475 2,542 Other receivables and prepayments, net 3,674,196 3,594,736 522,833 Loan receivables, net — 310,873 45,215 Inventories 6,960,251 5,368,106 780,759 Total current assets 25,916,138 27,325,637 3,974,350 Property and equipment, net 6,660,825 8,531,483 1,240,853 Deposits for property and equipment 307,859 176,556 25,679 Land use rights, net 3,077,770 3,885,578 565,134 Intangible assets, net 400,994 353,108 51,358 Investment in equity method investees 66,334 667,427 97,073 Other investments 533,922 1,470,551 213,882 Other long-term assets 366,760 396,447 57,661 Goodwill 367,106 367,106 53,393 Deferred tax assets, net 285,112 388,770 56,544 Total assets 37,982,820 43,562,663 6,335,927 Table of ContentsVIPSHOP HOLDINGS LIMITEDCONSOLIDATED BALANCE SHEETS (Continued)(All amounts in thousands, except for share and par value data) The accompanying notes are an integral part of the consolidated financial statements.F-6 As of December 31, 2017 2018 2018 RMB RMB US$ Note 2(ad) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable (Including accounts payable of the consolidated VIEs andVIEs' subsidiaries without recourse to the Company of RMB87,926 andRMB85,257 as of December 31, 2017 and 2018, respectively) 11,445,109 11,630,172 1,691,538 Advances from customers (Including advances from customers of theconsolidated VIEs and VIEs' subsidiaries without recourse to the Company ofRMB965,275 and RMB751,615 as of December 31, 2017 and 2018,respectively) 2,339,914 1,473,134 214,258 Accrued expenses and other current liabilities (Including accrued expenses andother current liabilities of the consolidated VIEs and VIEs' subsidiarieswithout recourse to the Company of RMB1,618,716 and RMB2,689,273 as ofDecember 31, 2017 and 2018, respectively). 3,537,151 5,512,605 801,775 Amounts due to related parties (Including amounts due to related parties of theconsolidated VIEs and VIEs' subsidiaries without recourse to the Company ofRMB616 and RMB22,225 as of December 31, 2017 and 2018, respectively) 65,022 323,108 46,994 Deferred income (Including deferred income of the consolidated VIEs and VIEs'subsidiaries without recourse to the Company of RMB54,543 andRMB204,925 as of December 31, 2017 and 2018, respectively) 203,179 367,512 53,452 Securitization debt (Including securitization debt of the consolidated VIEs andVIEs' subsidiaries without recourse to the Company of nil and nil as ofDecember 31, 2017 and 2018, respectively) 760,000 969,000 140,935 Short term loans (Including short term loans of the consolidated VIEs and VIEs'subsidiaries without recourse to the Company of nil and nil as ofDecember 31, 2017 and 2018, respectively) 907,310 1,343,160 195,355 Convertible senior notes (Including convertible senior notes of the consolidatedVIEs and VIEs' subsidiaries without recourse to the Company of nil and nil asof December 31, 2017 and 2018, respectively) — 4,327,268 629,375 Total current liabilities 19,257,685 25,945,959 3,773,682 Deferred tax liability (Including deferred tax liability of the consolidated VIEsand VIEs' subsidiaries without recourse to the Company of RMB4,224 andRMB3,617 as of December 31, 2017 and 2018, respectively) 17,007 4,960 721 Deferred income (Including deferred income of the consolidated VIEs and VIEs'subsidiaries without recourse to the Company of RMB838 and RMB298 as ofDecember 31, 2017 and 2018, respectively) 362,649 400,951 58,316 Convertible senior notes (Including convertible senior notes of the consolidatedVIEs and VIEs' subsidiaries without recourse to the Company of nil and nil asof December 31, 2017 and 2018, respectively) 4,094,903 — — Total liabilities 23,732,244 26,351,870 3,832,719 Commitments and contingencies (Note 27) Table of ContentsVIPSHOP HOLDINGS LIMITEDCONSOLIDATED BALANCE SHEETS (Continued)(All amounts in thousands, except for share and par value data) The accompanying notes are an integral part of the consolidated financial statements.F-7 As of December 31, 2017 2018 2018 RMB RMB US$ Note 2(ad) SHAREHOLDERS' EQUITY: Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized,and 114,716,587 and 116,395,883 shares issued and outstanding as ofDecember 31, 2017 and 2018, respectively) 74 75 11 Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized,and 16,510,358 and 16,510,358 shares issued and outstanding as ofDecember 31, 2017 and 2018, respectively) 11 11 2 Additional paid-in capital 8,715,995 9,385,216 1,365,023 Retained earnings 5,602,681 7,907,396 1,150,083 Accumulated other comprehensive loss (24,242) (30,883) (4,490)Total Vipshop Holdings Limited shareholders' equity 14,294,519 17,261,815 2,510,629 Non-controlling interests (43,943) (51,022) (7,421)Total shareholders' equity 14,250,576 17,210,793 2,503,208 Total liabilities and shareholders' equity 37,982,820 43,562,663 6,335,927 Table of Contents VIPSHOP HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (All amounts in thousands, except for share and per share data) The accompanying notes are an integral part of the consolidated financial statements.F-8 Year ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 2(ad) Net revenues: Product revenues (Note 4) 55,281,900 71,171,653 81,510,275 11,855,178 Other revenues (Note 4) 1,309,402 1,740,660 3,013,673 438,321 Total net revenues 56,591,302 72,912,313 84,523,948 12,293,499 Cost of revenues (Including inventory write-down of RMB303,233, RMB206,733 andRMB440,823 for the years ended December 31, 2016, 2017 and 2018, respectively) (42,994,688) (56,618,471) (67,454,981) (9,810,920)Gross profit 13,596,614 16,293,842 17,068,967 2,482,579 Operating expenses: Fulfillment expenses (Including shipping and handling expenses of RMB2,578,491,RMB3,830,229 and RMB4,498,678 for the years ended December 31, 2016, 2017 and 2018,respectively) (4,904,526) (6,899,654) (7,489,393) (1,089,287)Marketing expenses (2,837,680) (2,978,621) (3,240,450) (471,304)Technology and content expenses (1,563,582) (1,808,452) (2,000,894) (291,018)General and administrative expenses (1,941,146) (2,447,724) (2,674,179) (388,943)Total operating expenses (11,246,934) (14,134,451) (15,404,916) (2,240,552)Other operating income 358,029 531,055 757,062 110,110 Income from operations 2,707,709 2,690,446 2,421,113 352,137 Impairment loss of investments (114,574) (133,026) (20,073) (2,919)Interest expenses (85,195) (82,435) (159,744) (23,234)Interest income 107,044 101,125 242,872 35,324 Exchange gain (loss) 51,100 (90,872) 71,065 10,336 Gain on disposal or revaluation of investments — 55,615 191,842 27,902 Income before income tax expense and share of loss of equity method investees 2,666,084 2,540,853 2,747,075 399,546 Income tax expense (601,828) (626,140) (566,604) (82,409)Share of loss of equity method investees, net of tax of nil (71,489) (22,280) (46,999) (6,836)Net income 1,992,767 1,892,433 2,133,472 310,301 Net loss (income) attributable to non-controlling interests 44,050 57,222 (4,685) (681)Net income attributable to Vipshop Holdings Limited's shareholders 2,036,817 1,949,655 2,128,787 309,620 Shares used in calculating earnings per share: Weighted average number of Class A and Class B ordinary shares for computing earnings perClass A and Class B ordinary share: —Basic 115,958,088 117,554,229 132,266,157 132,266,157 —Diluted 125,817,183 125,715,833 140,083,610 140,083,610 Net earnings per Class A and Class B ordinary share —Basic 17.57 16.59 16.09 2.34 —Diluted 16.86 15.94 15.61 2.27 Net income 1,992,767 1,892,433 2,133,472 310,301 Other comprehensive gain (loss): Foreign currency translation, net of tax of nil (288,956) 342,348 (7,083) (1,030)Fair value change of available-for-sale investments, net of tax of nil (17,042) 32,633 — — Reclassification adjustments for loss (gain) included in net income 36,567 (55,615) — — Comprehensive income 1,723,336 2,211,799 2,126,389 309,271 Less: Comprehensive (loss) gain attributable to non-controlling interests (40,854) (57,222) 4,685 681 Comprehensive income attributable to Vipshop Holdings Limited's shareholders 1,764,190 2,269,021 2,121,704 308,590 Table of Contents VIPSHOP HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (All amounts in thousands, except for share data) The accompanying notes are an integral part of the consolidated financial statements.F-9 Vipshop Holdings Limited Shareholders' Equity Class A ordinaryshares Class B ordinaryshares Treasury shares Accumulatedothercomprehensiveincome (loss) No. ofshares Amount No. ofshares Amount Additionalpaid-incapital No. ofshares Amount RetainedEarnings Non-controllinginterests Total RMB RMB RMB RMB RMB RMB RMB RMB Balance as ofDecember 31, 2015 100,085,519 65 16,510,358 11 2,838,591 (1,614,135) (844,711) 1,616,209 (70,981) 74,083 3,613,267 Net income — — — — — — — 2,036,817 — (44,050) 1,992,767 Issuance of ordinaryshares upon exerciseof share options 560,930 — — — 5,747 — — — — — 5,747 Issuance of ordinaryshares upon vesting ofshares awards 861,815 1 — — (1) — — — — — — Re-issuance of treasuryshares upon vesting ofshares awards — — — — (137,270) 257,217 137,270 — — — — Share-basedcompensation expense — — — — 475,653 — — — — — 475,653 Non-controllinginterests arising frombusinesscombinations — — — — — — — — — 73,637 73,637 Purchase additionalownership interests insubsidiaries — — — — (52,594) — — — — (59,042) (111,636)Capital contributionfrom non-controllinginterest shareholders — — — — — — — — — 1,800 1,800 Foreign currencytranslation — — — — — — — — (292,152) 3,196 (288,956)Fair value changes ofavailable-for-saleinvestments — — — — — — — — (17,042) — (17,042)Reclassificationadjustment for lossincluded in netincome — — — — — — — — 36,567 —- 36,567 Balance as ofDecember 31, 2016 101,508,264 66 16,510,358 11 3,130,126 (1,356,918) (707,441) 3,653,026 (343,608) 49,624 5,781,804 Table of ContentsVIPSHOP HOLDINGS LIMITEDCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)(All amounts in thousands, except for share data) The accompanying notes are an integral part of the consolidated financial statements.F-10 Vipshop Holdings Limited Shareholders' Equity Class A ordinaryshares Class B ordinaryshares Treasury shares Accumulatedothercomprehensiveincome (loss) No. ofshares Amount No. ofshares Amount Additionalpaid-incapital No. ofshares Amount Retainedearnings Non-controllinginterests Total RMB RMB RMB RMB RMB RMB RMB RMB Balance as ofDecember 31, 2016 101,508,264 66 16,510,358 11 3,130,126 (1,356,918) (707,441) 3,653,026 (343,608) 49,624 5,781,804 Net income — — — — — — — 1,949,655 — (57,222) 1,892,433 Issuance of ordinaryshares to newinvestors 13,184,910 8 — — 5,610,329 — — — — — 5,610,337 Issuance of ordinaryshares upon vestingof shares awards 23,413 — — — — — — — — — — Re-issuance of treasuryshares upon exerciseof share options — — — — (234,409) 454,708 240,378 — — — 5,969 Re-issuance of treasuryshares upon vestingof shares awards — — — — (467,063) 902,210 467,063 — — — — Share-basedcompensationexpense — — — — 667,098 — — — — — 667,098 Purchase additionalownership interestsin subsidiaries — — — — 9,914 — — — — (36,345) (26,431)Foreign currencytranslation — — — — — — — — 342,348 — 342,348 Fair value changes ofavailable-for-saleinvestments — — — — — — — — 32,633 — 32,633 Reclassificationadjustment for gainincluded in netincome — — — — — — — — (55,615) — (55,615)Balance as ofDecember 31, 2017 114,716,587 74 16,510,358 11 8,715,995 — — 5,602,681 (24,242) (43,943) 14,250,576 Adoption of newaccounting standards(Note 2(ao)) — — — — — — — 175,928 442 — 176,370 Net income — — — — — — — 2,128,787 — 4,685 2,133,472 Issuance of ordinaryshares upon exerciseof share options 356,736 — — — 3,947 — — — — — 3,947 Issuance of ordinaryshares upon vestingof shares awards 1,322,560 1 — — (1) — — — — — — Share-basedcompensationexpense — — — — 671,210 — — — — — 671,210 Purchase additionalownership interestsin subsidiaries — — — — (5,935) — — — — (12,764) (18,699)Capital contributionfrom non-controllinginterest shareholders — — — — — — — — — 1,000 1,000 Foreign currencytranslation — — — — — — — — (7,083) — (7,083)Balance as ofDecember 31, 2018 116,395,883 75 16,510,358 11 9,385,216 — — 7,907,396 (30,883) (51,022) 17,210,793 Table of Contents VIPSHOP HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (All amounts in thousands) The accompanying notes are an integral part of the consolidated financial statements.F-11 Year ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 2(ad) Cash flows from operating activities: Net income 1,992,767 1,892,433 2,133,472 310,301 Adjustments to reconcile net income to net cash by operatingactivities: Provision for allowance for doubtful accounts 57,743 130,862 175,405 25,512 Inventory write-down 303,233 206,733 440,823 64,115 Depreciation of property and equipment 610,976 720,840 770,290 112,034 Amortization of intangible assets 363,977 340,816 47,842 6,958 Amortization of land use rights 37,657 55,545 71,601 10,414 Gains (losses) on disposal of property and equipment and otherassets 10,499 (4,170) 762 111 Share-based compensation expenses 475,653 667,098 671,210 97,623 Share of loss of equity method investees 71,489 22,280 46,999 6,836 Impairment loss of other investments 114,574 133,026 20,073 2,919 Unrealized gains on short term investments (31,855) (16,934) (48,604) (7,069)Amortization of debt issuance costs 35,824 5,950 — — Gain on disposal or revaluation of investments — (55,615) (191,842) (27,902)Changes in operating assets and liabilities: Accounts receivable (1,951,397) (2,655,862) (64,931) (9,444)Amounts due from related parties 30,251 (1,839) (7,284) (1,059)Other receivables and prepayments (323,182) (1,265,051) 124,418 18,095 Inventories (685,018) (2,240,420) 291,781 42,438 Deferred tax assets (10,119) (70,297) (103,658) (15,076)Accounts payable 1,553,400 3,217,304 (140,746) (20,471)Advances from customers 690,402 (347,538) (873,914) (127,106)Accrued expenses and other current liabilities (305,221) 290,818 1,985,677 288,805 Amounts due to related parties (186,533) 12,293 258,086 37,537 Deferred income 55,549 26,554 150,335 21,865 Deferred tax liability (79,256) (83,575) (12,047) (1,752)Net cash generated from operating activities 2,831,413 981,251 5,745,748 835,684 Cash flows from investing activities: Purchases of property and equipment (1,967,645) (2,197,773) (2,519,673) (366,471)Purchases of land use rights (199,642) (275,810) (1,073,370) (156,115)Government subsidies received for land use rights 240,069 117,825 52,300 7,607 Deposits paid for acquisition of land use rights (618,219) — — — Proceed from disposal of property and equipment and other assets 13,385 9,290 4,936 718 Purchases of other assets (5,121) (867) (917) (133)Purchases of short term investments (2,165,000) (354,000) (2,691,032) (391,394)Redemption of short term investments upon maturities 3,332,482 796,729 747,766 108,758 Investment in equity method investees and other investments (155,641) (16,783) (963,699) (140,164)Acquisition of subsidiaries, net of cash acquired of RMB19,490 ,RMB174 and nil in 2016, 2017 and 2018, respectively (106,365) (4,701) — — Deposits for investment in equity method investees and otherinvestments — (240,000) — — Disposal of an available-for-sale investment — 279,295 — — Cash paid for loan originations (46,305) (188,960) (764,020) (111,122)Cash received from loan repayments — 46,149 519,519 75,561 Other investing activities 9,000 (3,000) (5,622) (820)Net cash used in investing activities (1,669,002) (2,032,606) (6,693,812) (973,575)Table of ContentsVIPSHOP HOLDINGS LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(All amounts in thousands) The non-cash transaction from acquisition of a subsidiary by acquiring additional equity interests in an equity method investees during the year endedDecember 31, 2016 are set out in Note 3(a). The accompanying notes are an integral part of the consolidated financial statements.F-12 Year ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Note 2(ad) Cash flows from financing activities: Proceeds from bank and other borrowings 3,000 910,310 2,115,285 307,655 Repayment to bank and other borrowings (98,000) (3,000) (1,695,885) (246,656)Capital contributions from non-controlling interests 1,380 — 1,000 145 Acquisition of non-controlling interests (111,636) (25,855) (18,699) (2,719)Partial redemption of convertible senior notes — (21,697) — — Repurchase of ordinary shares (193,619) — — — Proceeds from issuance of securitization debt — 760,000 969,000 140,935 Repayment of securitization debt — — (760,000) (110,537)Proceeds from issuance of ordinary shares to new investors — 5,610,337 — — Proceeds from issuance of ordinary shares upon exercise of shareoptions 5,747 5,969 3,947 574 Deferred settlement of acquisition of subsidiaries — (64,990) (27,680) (4,026)Other financing activities — (1,250) — — Net cash (used in) provided by financing activities (393,128) 7,169,824 586,968 85,371 Effect of exchange rate changes on cash, cash equivalents andrestricted cash 15,910 (6,054) 177,576 25,828 Net increase (decrease) in cash, cash equivalents and restrictedcash 785,193 6,112,415 (183,520) (26,692)Cash, cash equivalents and restricted cash at beginning of theperiod 3,324,384 4,109,577 10,221,992 1,486,727 Cash, cash equivalents and restricted cash at end of the period 4,109,577 10,221,992 10,038,472 1,460,035 Reconciliation in amounts on the consolidated balance sheets: Cash and cash equivalents 4,109,577 9,973,891 9,540,556 1,387,616 Restricted cash — 248,101 497,916 72,419 Total cash, cash equivalents and restricted cash at end of theperiod 4,109,577 10,221,992 10,038,472 1,460,035 Supplemental disclosures of cash flow information: Interest paid, net of amount capitalized 85,195 82,435 159,744 23,234 Income tax paid 631,129 948,915 956,291 139,087 Supplemental disclosure of non-cash investing and financingactivities: Payables incurred for purchase of property and equipment 271,999 9,971 4,626 673 Payables for acquisition of subsidiaries 74,352 — — — Table of Contents VIPSHOP HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except for share and per share data, unless otherwise stated) 1. Organization and principal activities Vipshop Holdings Limited (the "Company") was incorporated in the Cayman Islands on August 27, 2010. The Company, through its subsidiaries, itsconsolidated variable interest entities ("VIEs") and VIEs' subsidiaries (collectively, the "Group"), operate online platforms that offer high-quality brandedproducts to consumers in the People's Republic of China (the "PRC") through flash sales on its vipshop.com, vip.com and lefeng.com online platforms. Flashsale represents an online retail format combining the advantages of e-commerce and discount sales through selling a finite quantity of discounted products orservices online for a limited period of time.F-13Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)1. Organization and principal activities (Continued) As of December 31, 2018, the Company's significant subsidiaries and consolidated VIEs consist of the following: F-14Name of subsidiaries Date ofincorporation/establishment Place ofincorporation/establishment Percentage ofshareholdings PrincipalactivitiesVipshop International Holdings Limited ("VipshopHK") October 22, 2010 Hong Kong 100%Investment holding and online retailVipshop (China) Co., Ltd. (the "WFOE") January 20, 2011 China 100%Warehousing, logistics, procurement, research anddevelopment, consultingVipshop (Kunshan) E-Commerce Co., Ltd.("Vipshop Kunshan") August 2, 2011 China 100%Warehousing and logisticsVipshop (Jianyang) E-Commerce Co., Ltd.("Vipshop Jianyang") February 22, 2012 China 100%Warehousing and logisticsVipshop (Tianjin) E-Commerce Co., Ltd.("Vipshop Tianjin") July 31, 2012 China 100%Warehousing and logisticsGuangzhou Pinwei Software Co., Ltd. ("PinweiSoftware") December 6, 2012 China 100%Software development and information technologysupportVipshop (Zhuhai) E-Commerce Co., Ltd.("Vipshop Zhuhai") July 16, 2013 China 100%Supplier chain serviceVipshop (Hubei) E-Commerce Co., Ltd. ("VipshopHubei") July 4, 2013 China 100%Warehousing and logisticsShanghai Pinzhong CommercialFactoring Co., Ltd. ("Pinzhong Factoring") August 1, 2013 China 100%Business financingChongqing Vipshop E-Commerce Co., Ltd.("Vipshop Chongqing") October 22, 2013 China 100%Warehousing and logisticsVipshop (Zhaoqing) E-Commerce Co., Ltd.("Vipshop Zhaoqing") November 22, 2013 China 100%Warehousing and logisticsName of consolidated VIEs Date ofincorporation Place ofincorporation Economicinterest held PrincipalactivitiesGuangzhou Vipshop E-Commerce Co., Ltd. ("Vipshop E-Commerce") June 22, 2017 China VIE Online retailTable of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies(a) Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America("U.S. GAAP").(b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, its consolidated VIEs and VIEs' subsidiaries forwhich the Company is the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated onconsolidation. The Group evaluates the need to consolidate its VIEs and VIEs' subsidiaries in which equity investors do not have the characteristics of a controllingfinancial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. As foreign-invested companies engaged in internet-based businesses is subject to significant restrictions under current PRC laws and regulations, theGroup and its PRC subsidiaries, Vipshop China and Lefeng (Shanghai) Information Technology Co., Ltd. ("Lefeng Information"), as wholly foreign ownedenterprises (the "WFOE"), are both restricted from holding the licenses that are necessary for the online operation in China. To comply with these restrictions,the Group conducts the Internet-related operations in the PRC through certain PRC domestic companies, whose equity interests are held by certainmanagement members of the Group ("Nominee Shareholders"). In order to exercise effective control over these PRC domestic companies, the Company, through the WFOE, entered into a series of contractualarrangements with these PRC domestic companies and the Nominee Shareholders, pursuant to which the Group is entitled to receive effectively all economicbenefits generated from the Nominee Shareholders' equity interests in these PRC domestic companies. By entering into a series of contractual arrangements,the Group established four sets of VIEs: (i) Vipshop China, Vipshop E-Commerce and shareholders of Vipshop E-Commerce; (ii) Vipshop China, VipshopInformation Technology Co., Ltd. ("Vipshop Information") and shareholders of Vipshop Information; (iii) Lefeng Information, Tianjin Pinjian E-Commerce Co., Ltd. ("Tianjin Pinjian") and shareholders of Tianjin Pinjian; and (iv) Vipshop China, Pin Jun Tong Enterprise Management &Consulting Co., Ltd. ("Pin Jun Tong") and shareholders of Pin Jun Tong. The Group has concluded that these PRC domestic companies are consolidated VIEsof the Group, of which the Group is the ultimate primary beneficiary. The following is a summary of the contractual agreements (collectively, "Contractual Agreements") that the Group, through the WFOE, entered into withthe consolidated VIEs and their Nominee Shareholders:Equity Interest Pledge Agreements The Nominee Shareholders of these PRC domestic companies pledged all their equity interests in these PRC domestic companies as collateral to ensurethat these PRC domestic companies fully performs its obligations under the Exclusive Business Cooperation Agreement, Exclusive Option Agreement andLoan Agreement, and pays the consulting and service fees and repays the loan and theF-15Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(b) Principles of consolidation (Continued)accrued interests to the WFOE when the same becomes due. The agreement will remain in effect until all of the obligations of these PRC domestic companiesunder the Exclusive Business Cooperation Agreement, Exclusive Option Agreement and Loan Agreement have been duly performed or terminated.Exclusive Option Agreements The Nominee Shareholders of these PRC domestic companies granted the WFOE an irrevocable and exclusive right to purchase, or designate one or morepersons to purchase, their equity interest in these PRC domestic companies at the WFOE's sole and absolute discretion to the extent permitted by the PRClaws. The purchase price is equal to the higher of: (i) the amount of registered capital actually contributed by the equity holder; or (ii) a minimum pricepermitted by applicable PRC laws.Power of Attorney Agreements The Nominee Shareholders of these PRC domestic companies irrevocably authorized the WFOE to exercise the rights related to their shareholdings,including attending shareholders' meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge ordisposition of their respective equity interests in these PRC domestic companies, and appointment of the executive directors and senior management of thesePRC domestic companies. The WFOE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorneywill remain in effect until the shareholder ceases to hold any equity interest in these PRC domestic companies.Exclusive Business Cooperation Agreements The WFOE entered into an agreement with these PRC domestic companies to provide these PRC domestic companies with technical, consulting andother services. In consideration of these services, these PRC domestic companies shall pay the WFOE fees equal to 100% of its net income of these PRCdomestic companies, provided that the WFOE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The WFOEwill exclusively own any intellectual property arising from the performance of this agreement. These PRC domestic companies has no right to terminate thisagreement unless the WFOE commits gross negligence or fraud.Loan Agreements The WFOE entered into a loan agreement with the Nominee Shareholders, to provided them loans solely for the purpose of contribution or increase ofregistered capital or working capital of these PRC domestic companies. The WFOE has the sole discretion to determine the method of repayment, includingrequiring the Nominee Shareholders to transfer their equity interests in these PRC domestic companies to the WFOE or its designated person. Vipshop E-Commerce was established by Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong on June 22, 2017. As of December 31, 2018, shareholders ofVipshop E-Commerce included Mr. Eric Ya Shen and Mr. Arthur Xiaobo Hong, holding 66.67% and 33.33% of the total equity interests inF-16Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(b) Principles of consolidation (Continued)Vipshop E-Commerce, respectively. Vipshop E-Commerce holds the licenses necessary to conduct the Internet-related operations of vipshop.com and vip.comin China.Risks in relation to the VIE structure The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIEs are alsoshareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risksrelated to the Contractual Agreements, which include but are not limited to the following:•If the Group's ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmentalauthorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, includinglevying fines, confiscating its income or the income of the WFOE, Vipshop E-commerce, Vipshop Information, Tianjin Pinjian, Pin Jun Tong,revoking the business licenses or operating licenses of the WFOE, Vipshop E-commerce, Vipshop Information, Tianjin Pinjian, Pin Jun Tong,shutting down the Group's servers or blocking the Group's websites, discontinuing or placing restrictions or onerous conditions on the Group'soperations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group's use of various fundingto finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group'sbusiness; •The Group relies on the Contractual Arrangements with the VIEs and their equity holders for a majority all of its PRC operations, which maynot be as effective as direct ownership in providing operational control; •The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the Contractual Arrangements with the VIEsand their equity holders in the event of a breach or non-compliance by the VIEs or their equity holders; •The Nominee Shareholders of the VIEs are also directors of the Group or its subsidiaries, and have a duty of care and loyalty to the Group andits shareholders as a whole under Cayman Islands law. Under the Contractual Arrangements with the VIEs and their Nominee Shareholders,(a) the Group may replace any such individual as a shareholder of the VIEs at the Group's discretion, and (b) each of these individuals hasexecuted a power of attorney to appoint the WFOE or its designated third party to vote on their behalf and exercise shareholder rights of theVIE. However, the Group cannot assure that these individuals will act in the best interests of the Group should any conflicts of interest arise, orthat any conflicts of interest will be resolved in the Group's favor. These individuals may breach or cause the VIE to breach the existingcontractual arrangements. If the Group cannot resolve any conflicts of interest or disputes between the Group and any of these individuals, theGroup would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is alsosubstantial uncertainty as to the outcome of any such legal proceedings.F-17Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(b) Principles of consolidation (Continued)•There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. OnMarch 15, 2019, the National People's Congress approved the PRC Foreign Investment Law, which will become effective on January 1, 2020and replace the existing laws regulating foreign investment in China. The PRC Foreign Investment Law embodies an expected PRC regulatorytrend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unifythe corporate legal requirements for both foreign and domestic investments. Under the newly enacted PRC Foreign Investment Law, there aresubstantial uncertainties relating to its interpretation and implementation. It is possible that future legislations promulgated by the StateCouncil may provide for contractual arrangements as a form of foreign investment and subject to foreign investment restrictions. It is thereforeuncertain whether the Group's corporate structure may be deemed as violating the foreign investment restrictions in China. If the Group fails totake appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, the Group's current corporatestructure, corporate governance, and business operations could be materially and adversely affected. The financial information of the Group's consolidated VIEs and VIEs' subsidiaries, including total assets, total liabilities, net revenues, total operatingexpenses, net income (loss) and cash flows after intercompany eliminations are as follows: F-18 As of December 31, 2017 2018 RMB RMB Total assets 5,520,550 5,974,238 Current liabilities: Accounts payable (87,926) (85,257)Advances from customers (965,275) (751,615)Accrued expenses and other current liabilities (1,618,716) (2,689,273)Amounts due to related parties (616) (22,225)Deferred income (54,543) (204,925)Total current liabilities (2,727,076) (3,753,295)Deferred tax liability (4,224) (3,617)Deferred income (838) (298)Total liabilities (2,732,138) (3,757,210) Year ended December 31, 2016 2017 2018 RMB RMB RMB Net revenues 5,500,226 1,583,466 2,455,488 Total operating expenses (1,740,370) (5,243,573) (5,826,283)Net income (loss) 230,954 (3,784,932) (3,531,460)Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(b) Principles of consolidation (Continued) There are no consolidated VIEs' assets that are collateral for the VIEs' obligations or are restricted solely to settle the VIEs' obligations. The Company hasnot provided any financial support that it was not previously contractually required to provide to the VIEs.(c) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reportedamounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group's management based their estimateson historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for makingjudgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in theGroup's financial statements include inventory write-down, valuation of goodwill and intangible assets acquired in the business acquisitions, valuation ofother investments and valuation of receivables arising from consumer financing. Changes in facts and circumstances may result in revised estimates.(d) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months. Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality.(e) Restricted cash The Group's restricted cash mainly represents: (1) deposits held in a designated bank account under the cooperative lending arrangement with a bank inwhich the Group is required to maintain at all times a certain percentage of the outstanding principal of total lending amount with a bank, (2) deposits held ina designated account in the People's Bank of China related to online payments service and (3) deposits that are pledged for short-term bank loans.(f) Short term investments Short-term investments consist primarily of wealth management products, which are certain deposits with variable interest rates and fixed maturity datesranging from three months to one year.F-19 Year ended December 31, 2016 2017 2018 RMB RMB RMB Net cash used in operating activities (1,192,894) (801,931) (294,853)Net cash provided by (used in) investing activities 626,798 1,435,001 (48,162)Net cash (used in) provided by financing activities (108,779) 1,144,728 (17,698) Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(g) Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventory is determined using the weighted average cost method. Net realizablevalue is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Adjustments arerecorded to write down the cost of inventory to the estimated net realizable value for slow-moving merchandise and damaged goods. The amount of writedown is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging and quality, historical and forecasted consumerdemand, and promotional environment. The Group assesses the inventory write-down based on different product categories and applies a certain percentages based on aging and quality. TheGroup classifies all goods into the following two categories: non-returnable goods and returnable goods. Non-returnable goods cannot be returned tosuppliers and general inventory write-down of different percentages are applied to these goods within the different aging and quality categories. Thesepercentages were developed based on historical write-down on these different types of goods. In addition to general write-down, specific write-down will alsobe applied to non-returnable goods if assessed to be needed based on the factors mentioned above. Returnable goods will have no general write-down basedon aging and quality but specific write-down will be made at the end of each reporting periods based on forecast sales, conditions of the goods and plannedpromotions. Write downs are recorded in cost of revenues in the consolidated statements of income and comprehensive income.(h) Accounts receivable Accounts receivable are mainly receivables from consumer financing business, which are stated at the historical carrying amount net of allowance foruncollectible accounts. The Group establishes an allowance for uncollectible accounts receivable based on estimates, historical experience and other factorssurrounding the credit risk of specific customers. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less thanthe outstanding historical balance or when the Group has determined that is not probable for the balance to be collected. Accounts receivable expected to be settled more than one year as of the balance sheet date are classified into other long-term assets on the consolidatedbalance sheets.(i) Loan receivables Loan receivables mainly represent the microcredit business made to qualified individual customers who are the end users of the Group's onlinemarketplace business. The loan periods extended by the Group to the individual customers mainly range from 3 months to 24 months. The loan receivablesare stated at the historical carrying amount net of allowance for uncollectible loan receivables. The Group establishes an allowance for uncollectible loanreceivable based on estimates, historical experience and other factors surrounding the credit risk of specific customers. Uncollectible loan receivables arewritten off when the Group has determined the balance will not be collected.F-20Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(i) Loan receivables (Continued) The loan receivables expected to be settled more than one year as of balance sheet date are classified into other long-term assets on the consolidatedbalance sheets.(j) Other receivables Other receivables mainly consisted of advances to supplier, loans to staff and others, which are stated at the historical carrying amounts. The Groupestablishes an allowance for uncollectible other receivables based on estimates, historical experience and other factors surrounding the credit risk of specificaccounts. Uncollectible other receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance orwhen the Group has determined the balance will not be collected.(k) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property andequipment are included in other operating income. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed asincurred. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placedin service. Estimated useful lives are as follows: Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipmentinstallation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be5%.(l) Capitalization of interest Interest and amortization of deferred financing costs incurred on funds used to construct the Group's warehouses during the active construction period arecapitalized. Interest subject to capitalization primarily includes interest paid or payable on the Group's convertible senior notes due 2019 at interest rate of1.5%. The capitalization of interest and amortization of deferred financing costs ceases once a project is substantially completed or development activity issuspended for more than a brief period. The amount to be capitalized is determined by applying the weighted average interest rate of the Group's outstandingborrowings to the average amount of accumulated capital expenditures forF-21Classification Estimated useful lifeBuildings 20 yearsFurniture, fixtures and equipment 2 to 10 yearsLeasehold improvements Shorter of lease term or the estimated useful life of lease improvementsMotor vehicles 5 yearsSoftware 3 yearsTable of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(l) Capitalization of interest (Continued)assets under construction during the year and is added to the cost of the underlying assets and amortized over their respective useful lives. Total interestexpenses incurred amounted to RMB99,437, RMB97,024 and RMB165,618, of which RMB14,242, RMB14,589 and RMB5,874 were capitalized for theyears ended December 31, 2016, 2017 and 2018, respectively.(m) Land use rights, net The land use rights represent the amounts paid and relevant costs incurred for the Group's leases for the use right of lands located in PRC and arerecorded at purchase cost less accumulated amortization. Amortization is provided on a straight-line basis over the terms of the respective land use rightagreement.(n) Intangible assets, net Acquired intangible assets mainly consist of domain names, customer relationships, non-compete agreements, trademarks and payment license acquiredfrom third parties and from business combination.Domain names and trademarks Domain name and trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimatedeconomic lives of approximately two to five years.Intangible assets arising from business combination Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible assetacquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the "contractual-legal" or "separability"criterion. Intangible assets with a definite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets arecomputed using the straight-line method over the intangible assets' economic lives. Alternatively, intangible assets acquired in a business combination with indefinite lives are carried out cost less than subsequent accumulatedimpairment loss. Cost to renew or extend the term of a recognized intangible asset is charged to profit or loss as incurred in the consolidated statements ofincome and comprehensive income.F-22Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(n) Intangible assets, net (Continued) Estimated economic lives of the intangible assets are as follows:(o) Investment in equity method investees Investments in equity method investees consist of:(1)Investments in affiliated companies and joint ventures, over which the Group has significant influence but which it does not control. TheGroup generally considers an ownership interest of 20% or higher to represent significant influence. (2)Limited partnerships when the Group has more than minor ownership interest or more than a minor influence. The Group generally considersinvestment in limited partnerships of more than 3 to 5 percent to be more than minor. Investment in equity method investees are accounted for by the equity method of accounting. Under this method, the Group's share of the post-acquisition profits or losses of the equity method investees is recognized in the statement of income and comprehensive income and its share of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Groupand its equity method investees are eliminated to the extent of the Group's interest in the equity method investees; unrealized losses are also eliminatedunless the transaction provides evidence of an impairment of the asset transferred. When the Group's share of losses in an equity method investee equals orexceeds its interest in the equity method investees, the Group does not recognize further losses, unless the Group has incurred obligations or made paymentson behalf of the affiliated investee. The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that thecarrying value of the investments may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investments that isother than temporary. The Group assess its equity method investments for other-than-temporary impairment by considering all relevant and availableinformation including, but not limited to, current economic and market conditions, the operating performance of the companies including current earningstrends and other company-specific information such as financing needs, the Group's intent and ability to retain the investments for a period of time sufficientto allow for any anticipated recovery in market value, and the severity and duration of the impairment.F-23Classification Estimated economic lifeCustomer relationships 4 - 14 yearsTrademarks 2 - 5 yearsNon-compete agreement 3 yearsDomain names 2 - 3 yearsPayment license Indefinite lifeTable of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(p) Other investments Other investments consist of:(1)Investments in equity securities that have readily determinable fair values and for which the Group does not have the ability to exercisesignificant influence are reported at fair value with unrealized gains and losses included in net income. (2)Investments in debt securities other than trading securities held-to-maturity securities are classified as available-for-sale investments andreported at fair value with unrealized gain and losses included in accumulated other comprehensive loss in shareholders' equity. (3)Investments in equity securities without readily determinable fair values are accounted for at cost, adjusted for impairments and observableprice changes in orderly transactions for the identical or similar investments of the same issuer. For available-for-sale debt securities, in event of a decline in fair value that is other-than-temporary, the cost basis of the individual security is writtendown to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the consolidated statement of incomeand comprehensive income. The fair values of the investments would not be adjusted for subsequent recoveries in fair values. For equity securities without readily determinable fair values, at each reporting period, the Group makes qualitative assessment considering impairmentindicators to evaluate whether the other investment is impaired. Impairment indicators that the Group considers include, but are not limited to, the following:a.a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; b.a significant adverse change in the regulatory, economic, or technological environment of the investee; c.a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d.a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amountless than the carrying amount of that investment; e.factors that raise significant concerns about the investee's ability to continue as a going concern, such as negative cash flows from operations,working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. The respective investment shall be written down to its fair value if a qualitative assessment indicates that the investment is impaired and the fair value ofthe investment is less than its carrying value. The impairment loss is recorded in net income equal to the difference between the fair value of the investmentand its carrying amount.F-24Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(q) Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life) The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assetsmay not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of theassets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow isless than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of theseassets. The Group recorded no impairment for the years ended December 31, 2016, 2017 and 2018.(r) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs orcircumstances change that could indicate that the asset might be impaired. In accordance with Accounting Standards Codification ("ASC") 350-20"Goodwill", a company firstly has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unitis less than its carrying amount. If the Group decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reportingunit is less than its carrying amount, a two-step quantitative impairment test is mandatory. The Group may also elect to proceed directly to the two-stepimpairment test without considering qualitative factors. The quantitative impairment test consists of a comparison of the fair value of each reporting unit withits carrying amount. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fairvalue of the reporting unit and their carrying amounts will be recorded. Application of impairment test for goodwill requires significant management judgment, including the identification of the reporting unit, assigningassets, liabilities and goodwill to each reporting unit, and determining the fair value of each reporting unit. The fair value of each reporting unit is determinedby analysis of discounted cash flows. The significant assumptions regarding the reporting unit's future operating performance are revenue growth rates, costsof goods and operating expenses growth rates, discount rates and terminal values. Changes in these estimates and assumptions could materially affect thedetermination of fair value for each reporting unit. In 2017 and 2018, management has conducted the qualitative impairment test to compare the carrying value of the reporting units, including assignedgoodwill, to its respective fair value. Based on the qualitative impairment assessment, it was determined that it is more likely than not the fair values of thereporting units tested exceeded their carrying amounts and, therefore a quantitative impairment test for goodwill were not required. The managementconcluded that goodwill was not impaired as of December 31, 2017 and 2018.F-25Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(s) Intangible assets with indefinite lives Intangible assets with indefinite lives represents primarily the payment license acquired in a business combination in 2016. In determining its indefinitelife, the Group considered the following: the expected use of the intangible; the longevity of the license; the legal, regulatory and contractual provisions thataffect their maximum useful life; the Group's ability to renew or extend the asset's legal or contractual life without substantial costs; effects of the regulatoryenvironment; maintenance expenditures required to obtain the expected future cash flows from the asset; and considerations for obsolescence, demand,competition and other economic factors. Intangible assets with indefinite lives is not amortized but is tested for impairment on an annual basis as of December 31, and in between annual testswhen an event occurs or circumstances change that could indicate that the asset might be impaired. In 2017 and 2018, management has conducted the qualitative impairment test and the qualitative assessment indicated that it is more likely than not thatthe Group's indefinite lived intangible assets are not impaired.(t) Business combinations and non-controlling interests The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 "Business Combinations".The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Group to thesellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilitiesacquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. Theexcess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest inthe acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. For the Group's majority-owned subsidiaries and subsidiaries of VIEs, a non-controlling interest is recognized to reflect the portion of their equity whichis not attributable, directly or indirectly, to the Group. Consolidated net income on the consolidated statements of income and comprehensive incomeincludes the net income (loss) attributable to non-controlling interests. The cumulative results of operations attributable to non-controlling interests, arerecorded as non-controlling interests on the Group's consolidated balance sheets.(u) Debt issuance costs and debt discounts Debt issuance costs and debt discounts are amortized as interest expense, using the effective interest method, through the earlier of the maturity date ofthe convertible senior notes or the date of redemption, if any. Debt issuance costs and debt discounts are recorded as a direct deduction from the face amountof convertible senior notes.F-26Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(v) Securitization debt The securitization debt securities issued to investors are collateralized by the specified pool of accounts receivable and are payable only out ofcollections on their respective underlying collateralized assets and guaranteed by the WFOE. The securities can be retained in the form of senior orsubordinated securities. The Group holds 100% of the subordinated securities. The securitization securities are reported as current and non-current liabilitiesin the consolidated balance sheets based on their respective expected repayment dates.(w) Revenue recognition Effective with the adoption of Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," and theassociated ASUs (collectively, "Topic 606") on January 1, 2018, the Group recognizes revenue when its customer obtains control of promised goods orservices in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. To determine revenuerecognition for the arrangements that the Group determines are within the scope of Topic 606, the Group performs the following five steps: (1) identify thecontract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price tothe performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 2(ao) and Note 4 foradditional information. In periods prior to the adoption of Topic 606, the Group's accounting policy was to recognize revenue when persuasive evidence of an arrangementexists, products are delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured.(x) Cost of revenues Cost of revenues consists primarily of cost of merchandise sold and inventory write-down. The amounts of inventory write-down were RMB303,233,RMB206,733 and RMB440,823 for the years ended December 31, 2016, 2017 and 2018, respectively. Cost of revenues does not include fulfillmentexpenses, therefore the Group's cost of revenues may not be comparable to other companies which include such expenses in their cost of revenues. The Group provides financing to some of its suppliers by advancing them cash for portions of accounts payables the Group owes to them, and receivesinterest over the financing periods which is presented as a reduction to cost of revenues. The advances to these suppliers related to the Group's financingactivities have no offsetting rights against the Group's accounts payables to these suppliers, and are presented as part of other receivables and prepayments inthe consolidated balance sheets (Note 6).(y) Fulfillment expenses Fulfillment expenses primarily consist of payroll, bonus and benefits of logistics staff, logistics centers rental expenses, shipping and handling expensesand packaging expenses.F-27 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(z) Marketing expenses Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotionalmaterials. Advertising expenses are charged to the statements of income and comprehensive income in the period incurred. The amounts of advertising expensesincurred were RMB1,671,779, RMB1,526,815 and RMB1,651,996 for the years ended December 31, 2016, 2017 and 2018, respectively.(aa) Technology and content expenses Technology and content expenses primarily consist of payroll, bonus and benefits of the staff in the technology and system department,telecommunications expenses, model fees and photography expenses.(ab) General and administrative expenses General and administrative expenses primarily consist of payroll, bonus and benefit costs for retail and corporate employees, legal, finance, informationsystems, rental expenses and other corporate overhead costs.(ac) Foreign currency transactions and translations The functional currency of the Company, Vipshop HK, Lefeng.com Limited and other offshores subsidiaries is the United States dollar ("US dollar"). Thefunctional currency of all the other significant subsidiaries and the VIEs is RMB. Foreign currency denominated monetary assets and liabilities have beentranslated into the functional currency at the rates of exchange ruling as of the balance sheet date. Transactions in foreign currencies have been translatedinto the functional currency at the applicable rates of exchange prevailing on the date transactions occurred. Transaction gains and losses are recognized inthe consolidated statements of income and comprehensive income. The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People's Bank of China,controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to internationaleconomic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's cash, cash equivalentsand restricted cash denominated in RMB amounted to RMB4,287,900 and RMB6,615,216 at December 31, 2017 and 2018, respectively.(ad) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of income and comprehensive income, and consolidated statementsof cash flows from RMB into US dollar as of and for the year ended December 31, 2018 are solely for the convenience of the readers and were calculated atthe rate of 6.8755 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2018. Norepresentation is made that the RMB amounts could have been, or could be, converted, realized or settled into US dollar at that rate on December 31, 2018, orat any other rate.F-28Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ae) Taxation Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financialstatements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using theliability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assetsand liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities aremeasured using enacted tax rates applicable for the differences that are expected to affect taxable income. Deferred tax assets are reduced by a valuationallowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.(af) Value added taxes ("VAT") The Group's PRC subsidiaries are subject to VAT at rates ranged from 6% to 17% before May 2018 and 6% to 16% since May 2018 on proceeds receivedfrom customers, and are entitled to a deduction for VAT already paid or borne on the goods purchased by it and utilized in the production of goods that havegenerated the gross sales proceeds and service incurred. The VAT balance is recorded either in other current liabilities or other current receivables on theconsolidated balance sheets.(ag) Comprehensive income (loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.During the periods presented, comprehensive income (loss) is reported in the consolidated statements of income and comprehensive income, and othercomprehensive income (loss) includes foreign currency translation adjustments, unrealized gain or loss of available-for-sale debt investments andreclassification adjustments of available-for-sale investments prior to adoption of ASU 2016-01 in 2018.(ah) Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash,accounts receivable, short term investments, amounts due from related parties, loan receivables and other receivables and prepayments. The Group places itscash and cash equivalents, restricted cash and short term investments with financial institutions with high-credit ratings and quality. Accounts receivableprimarily comprise of amounts receivable from product delivery service providers and receivables from consumer financing services. There are no significantcredit risk concentrated with any specific delivery service providers, end customers under consumer financing, microcredit loans or suppliers under financingservice arrangements. Account receivables from product delivery service providers relates to amounts collected from customers by the service providers when products aredelivered. The Group conducts a credit evaluations on these service providers and require certain amounts of security deposits from them toF-29Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ah) Concentration of credit risk (Continued)manage its credit risk. Amounts due from related parties are prepayments related to purchases of goods and services from the entities controlled byshareholders of the Company. Due to the nature of the relationship, the Group considers there to be no collection risks in regard to amounts due from relatedparties. With respect to advances to product suppliers, the Group performs on-going credit evaluations of the financial condition of its suppliers. The Groupestablishes an allowance for doubtful accounts based upon estimates of various factors surrounding the credit risk of delivery service providers, endcustomers and suppliers, such as credit rating, overdue date and collectability.(ai) Fair value of financial instruments Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fairvalue, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants woulduse when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the useof unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level ofinput that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:Measured at fair value on a recurring basis The Group's financial assets and liabilities that were required to be measured at fair value on a recurring basis as of December 31, 2017 and 2018 includeequity investments with readily determinable fair value and available-for-sale debt securities. As of December 31, 2017 and 2018, information aboutF-30 Level 1 Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset orliability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets withinsufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or canbe derived principally from, or corroborated by, observable market data. Level 3 Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of thefair value of the assets or liabilities.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ai) Fair value of financial instruments (Continued)inputs into the fair value measurements of the Group's assets that are measured at fair value on a recurring basis in periods subsequent to their initialrecognition is as follows. The equity investments with readily determinable fair value are carried at fair values. The Group measures its listed equity securities using quoted pricesfor the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. Available-for-sale debt securities consist of investments in private companies' redeemable debt that has stated maturity and pay a prospective fixed rate of return. Theinvestments are recorded at fair value on a recurring basis. The fair value is measured using discounted cash flow model based on contractual cash flow and adiscount rate of prevailing market yield for products with similar terms as of the measurement date, as such, they are classified within Level 2 measurement. The carrying values of the Group's financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, net, other receivables,net, loan receivables, net, accounts payable, other current liabilities, advances from customers, amounts due from and to related parties, short term loans andshort term securitization debt approximate their fair values due to the short term nature of these instruments. The estimated fair value of convertible seniornotes as of December 31, 2017 and 2018 were approximately RMB4,090,808 and RMB4,260,195, respectively, as compared to its carrying value ofRMB4,094,903 and RMB4,327,268, respectively. Fair value was estimated using quoted market prices and represented a Level 1 measurement.F-31 Fair Value Measurements at Reporting DateUsing Description As ofDecember 31,2017 Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) RMB RMB RMB RMB Other investments: —Equity investments with readily determinable fair value 352 352 — — —Available-for-sale debt securities 145,930 — 145,930 — Fair Value Measurements at Reporting DateUsing Description As ofDecember 31,2018 Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) RMB RMB RMB RMB Other investments: —Equity investments with readily determinable fair value 217,036 217,036 — — —Available-for-sale debt securities 130,358 — 130,358 — Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ai) Fair value of financial instruments (Continued) The carrying value of the Group's short term investments approximates their fair values due to the short term nature and significant inputs are observableor can be derived principally from, or corroborated by, observable market data (Level 2).Measured at fair value on a nonrecurring basis The estimated fair values of the investment in equity method investees at the time of impairment test were estimated by applying unobservable inputs tothe discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets. The Group measures investment inequity method investees at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined basedon valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairmentcharge to these investments is recorded when the cost of the investment exceeds its fair value. The estimated fair value of equity investments without readily determinable fair value is based on impairment and observable price changes in orderlytransactions for the identical or similar investments of the same issuer. Other than the impaired investments in equity method investees (Note 11) and the adjusted equity investments without readily determinable fair value(Note 12), the Group did not have any assets and liabilities that were measured at fair value on a nonrecurring basis.(aj) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Otherleases are accounted for as capital leases. Payments made under operating leases, net of any incentives received by the Group from the leasing company, arecharged to the statements of income and comprehensive income on a straight-line basis over the lease periods.(ak) Share-based compensationEmployee share-based compensation Share-based payments made to employees, including employee share options, and non-vested shares issued to employees which the Group has arepurchase option, are recognized as compensation expenses over the requisite service periods. The Group measures the cost of employee services received inexchange for share-based compensation at the grant date fair value of the awards. The Group recognizes compensation expense on a straight-line basis overthe requisite service period for the entire award with graded vesting provided that the amount of compensation cost recognized at any date must at least equalthe portion of the grant-date value of the award that is vested at that date. The estimate of forfeitures will be adjusted over the requisite service period to theextent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will beF-32Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ak) Share-based compensation (Continued)recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expense to berecognized in future periods.Non-employee share-based compensation Share-based compensation made to non-employees are recognized as compensation expenses ratably over the requisite service periods. The Groupmeasures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. TheGroup measures the fair value of the equity instruments in these transactions using the share price and other measurement assumptions on the measurementdate, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, orthe date at which the counterparty's performance is complete. As the quantity and terms of the equity instruments issued to non-employees are known up front, the Group recognizes the cost incurred during financialreporting periods before the measurement date. The Group measures the equity instruments at their then-current fair values at each of the financial reportingdates, and attributes the changes in those fair values over the future services period until the measurement date has been established.Modifications of equity awards The Group treats a modification of the terms or conditions of an equity award as an exchange of the original award for a new award. The incrementalcompensation cost as an effect of a modification is measured as the excess, if any, of the fair value of the modified award over the fair value of the originalaward immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Total recognized compensationcost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or serviceconditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be the sum ofthe portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at thatdate, and the incremental cost resulting from the modification. The Group records the incremental fair value of the modified award, as compensation cost onthe date of modification for vested awards, or over the remaining service period for unvested awards.(al) Earnings per share Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary sharesoutstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shareswere exercised or converted into ordinary shares.(am) Treasury shares Treasury shares represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase ofordinary shares is accounted for under theF-33Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(am) Treasury shares (Continued)cost method whereby the entire cost of the acquired share is recorded as treasury shares. The cost of treasury shares is transferred to "additional paid-incapital" when it is re-issued for the purpose of share options exercised and share awards.(an) Segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by thechief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. The Group'sCODM is the Chief Executive Officer. The Group's principal operations are currently organized into two major business segments, the Vip.com segment and the Internet finance businessessegment, which are defined based on the products and services provided. Vip.com represents the Group's e-commerce business, while the Internet financebusinesses mainly includes the consumer financing, supplier financing and wealth management services.(ao) Accounting standards recently adopted On January 1, 2018, the Group adopted ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)", which is the new comprehensive revenuerecognition standard that supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and most industry specific guidance. Thecore principle of the guidance is that an entity should recognize revenue when it transfers promised goods or services to a customer in an amount that reflectsthe consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additionaldisclosure regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgmentsand changes in judgments and assets recognized from costs incurred to obtain or fulfil a contract. In 2015 and 2016, the Financial Accounting Standards Board ("FASB") issued additional ASUs related to Topic 606 that delayed the effective date ofthe guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performanceobligations, and accounting for licenses, and included other improvements and practical expedients. The new guidance was effective for annual and interimperiods beginning after December 15, 2017. The Group adopted the ASU on January 1, 2018 for all revenue contracts with customers using the modifiedretrospective approach, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historical accountingunder ASC 605.F-34 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ao) Accounting standards recently adopted (Continued) The following table details the cumulative effect of the changes made to the consolidated January 1, 2018 balance sheet for the adoption of Topic 606: The adjustments above related primarily to unfulfilled performance obligations on the sales of product goods to be passed to customers and refundliabilities in relation to return rights. The following table details the impacts of the adoption of Topic 606 on the consolidated balance sheet as of December 31, 2018:F-35 Balance atDecember 31,2017 AdjustmentsDue toTopic 606 Balance atJanuary 1,2018 RMB RMB RMB Assets Accounts receivable, net 4,803,527 530,994 5,334,521 Inventories 6,960,251 (898,641) 6,061,610 Liabilities Advances from customers 2,339,914 (1,065,924) 1,273,990 Accrued expenses and other current liabilities 3,537,151 521,907 4,059,058 Equity Retained earnings 5,602,681 176,370 5,779,051 December 31, 2018 AsReported BalancesWithoutAdoption ofTopic 606 Effect ofChange RMB RMB RMB Assets Accounts receivable, net 5,674,731 5,138,714 536,017 Inventories 5,368,106 6,488,200 (1,120,094)Liabilities Advances from customers 1,473,134 2,871,523 (1,398,389)Accrued expenses and other current liabilities 5,512,605 4,935,318 577,287 Equity Retained earnings 7,907,396 7,670,370 237,026 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ao) Accounting standards recently adopted (Continued) The following table details the impacts of the adoption of Topic 606 on the consolidated statements of operations and comprehensive income for theyear ended December 31, 2018: In the year ended December 31, 2018, the Group adopted ASU 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition andMeasurement of Financial Assets and Financial Liabilities" ("ASU 2016-01"), which requires that equity investments, except for those accounted for underthe equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in netincome. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any,plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annualperiods, and interim periods within those annual periods, beginning after December 15, 2017. The Group applied the amendments in the new guidance bymeans of a cumulative-effect adjustment of RMB0.4 million to the opening of retained earnings on January 1, 2018, due to reclassification from accumulatedother comprehensive loss. In the year ended December 31, 2018, the Group adopted ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receiptsand Cash Payments". The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows.This update requires that debt prepayments or debt extinguishment costs be classified as cash outflows for financing activities and provides additionalclassification guidance for the statement of cash flows. The update also requires that the classification of cash receipts and payments that have aspects ofmore than one class of cash flows to be determined by applying specific guidance under generally accepted accounting principles. The update also requiresthat each separately identifiable source or use within the cash receipts and payments be classified on the basis of their nature in financing, investing oroperating activities. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.F-36 Year Ended December 31, 2018 AsReported Balances WithoutAdoption ofTopic 606 Effect ofChange RMB RMB RMB Revenue Product revenues 81,510,275 80,343,367 1,166,908 Other revenue 3,013,673 2,951,922 61,751 Cost applicable to revenue Cost of revenues 67,454,981 66,508,966 946,015 Operating and income tax expenses Income tax expense 566,604 520,985 45,619 Net income Net income 2,133,472 1,896,447 237,025 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ao) Accounting standards recently adopted (Continued) In the year ended December 31, 2018, the Group adopted ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other ThanInventory". Current U.S. GAAP prohibits the recognition of current and deferred income taxes for an intra-income tax consequences of an intra-entity transferof an asset other than inventory when the transfer occurs. The new standard does not include new disclosure requirements; however, existing disclosurerequirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. TheASU 2016-16 is effective for annual periods beginning after December 15, 2017, including interim reporting periods within those annual periods. The Groupapplied the ASU on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period ofadoption. The adoption of the new guidance did not have a material impact on the consolidated financial statements.(ap) Accounting standards issued but not adopted at December 31, 2018 In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," and associated ASUs related to Topic 842, which requires organizations thatlease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that alessee recognize assets and liabilities for leases, and recognition, presentation and measurement in the financial statements will depend on its classification asa finance or operating lease. In addition, the new guidance will require disclosures to help investors and other financial statement users better understand theamount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from current U.S. GAAP but does containsome targeted improvements to align with the new revenue recognition guidance issued in 2014 (Topic 606). The new standard is effective for fiscal years,and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The ASU requires a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial adoption. An entitymay choose to use either (1) the effective date or (2) the beginning of the earliest comparative period presented in the financial statements at the date ofinitial application. The Group has elected to apply the transition requirements at the January 1, 2019, effective date rather than at the beginning of theearliest comparative period presented. This approach allows for a cumulative effect adjustment in the period of adoption, and prior periods will not berestated. In addition, the Group has elected the package of practical expedients permitted under the transition guidance, which does not require reassessmentof prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Group willexclude short-term leases (term of 12 months or less) from the balance sheet presentation and will account for non-lease and lease components in a contract asa single lease component for all asset classes. The Group analyzed the impact of ASU 2016-02 across all lease arrangements to evaluate and implement the new standard and the Group hassubstantially completed the implementation of system updates to facilitate compliance with accounting and reporting requirements. The Group continues toenhance accounting systems and update business processes and controls related to the new guidance for leases. Collectively, these activities are expected toenable the Group to meet the new accounting andF-37Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ap) Accounting standards issued but not adopted at December 31, 2018 (Continued)disclosure requirements upon adoption on January 1, 2019. The Group has finalized the evaluation, impact upon adoption and estimated an increase of lease-related assets and liabilities, approximately RMB451.4 million in the consolidated balance sheets. The impact to the Group's consolidated statements ofincome and consolidated statements of cash flows is not expected to be material. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments" which is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held byfinancial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting datebased on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now useforward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted,although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment todetermine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financialstatement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standardsof an organization's portfolio. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Based on the Group's financialinstruments and risk management policies as of December 31, 2018, application of this ASU in the future may have impact on the measurement of the Group'sfinancial assets. The expected credit loss model may result in earlier provision of credit losses which are not yet incurred in relation to the Group's financialassets measured at amortized cost. It should be noted that the above assessments were made based on an analysis of the Group's financial assets and financialliabilities as of December 31, 2018 on the basis of the facts and circumstances that existed at that date. As facts and circumstances may change during theperiod leading up to the initial date of application of this ASU, the assessment of the potential impact is subject to change. In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". Theupdate simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The annual, or interim, goodwillimpairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for theamount by which the carrying amount exceeds the reporting unit's fair value. The update also eliminates the requirements for any reporting unit with a zero ornegative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entitystill has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update shouldbe applied on a prospective basis. The nature of and reason for the change in accounting principle should be disclosed upon transition. The update iseffective for any annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim orannual goodwill impairment tests performed on testing dates after January 1,F-38Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)2. Summary of significant accounting policies (Continued)(ap) Accounting standards issued but not adopted at December 31, 2018 (Continued)2017. The guidance should be applied prospectively upon its effective date. The Group is currently evaluating the impact of adopting this guidance. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirementsfor Fair Value Measurement," which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financialstatements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered inTopic 820, "Fair Value Measurement." The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning afterDecember 15, 2019. Early adoption is permitted for either the entire standard or only the requirements that modify or eliminate the disclosure requirements,with certain requirements applied prospectively, and all other requirements applied retrospectively to all periods presented. The Group is currentlyevaluating the impact of adopting this guidance. In October 2018, the FASB issued ASU No. 2018-17, Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities,which modifies the guidance related to indirect interests held through related parties under common control for determining whether fees paid to decisionmakers and service providers are variable interest. ASU 2018-17 is effective for fiscal years, and interim periods within those fiscal years, beginning afterDecember 15, 2019 and early adoption is permitted. The Group is currently evaluating the impact of adopting this guidance.3. Significant acquisition and equity transactions(a) Acquisitions in 2016 In February 2015, the Group acquired a 42.61% equity interest of Feiyuan Logistic Company Ltd. and its subsidiaries ("Feiyuan") and obtainedsignificant influence over it. As a result, Feiyuan become an equity affiliate of the Group. Feiyuan is a company principally providing warehousing, express,transportation and distribution services to E-commerce companies in southeast China. In January 2016, the Group acquired additional equity interest of 26.18% in Feiyuan with a cash consideration of RMB65,452 and Feiyuan became asubsidiary of the Group since then, as the Group had control over its operating and financing decisions. The Group recorded RMB210,669 in goodwillrelated to the acquisitions of Feiyuan that was allocated to the logistic reporting unit. The acquisition was accounted for as a business combination, and the results of operations of Feiyuan are included in the Group's consolidated financialstatements from the acquisition date. The Group made estimates and judgments in determining the fair values of acquired assets and liabilities, based on anindependent valuation report and management's experiences with similar assets andF-39Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)3. Significant acquisition and equity transactions (Continued)(a) Acquisitions in 2016 (Continued)liabilities. The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition: The fair value of the Group's previously held equity interests in Feiyuan as at the acquisition date was determined by using the discounted cash flowmodel. The key inputs from this valuation include a risk-adjusted discount rate and discount of lack of control. No gain or loss was recognized as a result ofremeasuring to fair value of the previously held equity interests in Feiyuan. In May 2016, the Group acquired additional non-controlling equity interest of 28.19% in Feiyuan with a cash consideration of RMB110,001, which didnot result in change in control and was accounted for as equity transaction. After these transactions, the Group held 96.98% equity interest of Feiyuan. In September 2016, the Group completed the acquisition of Zhejiang Ebatong Technology Co. ("Ebatong"), following the completion of the transaction,Ebatong became a wholly-owned subsidiary of the Group. Ebatong is a company which principally provides third party payment service to customers,acquisition of Ebatong was primarily for the purpose of developing the Company's internet payment channel. After the acquisition, Ebatong changed itsbusiness registration into Zhejiang Vipshop Payment Co., Ltd. The Group recorded RMB13,291 in goodwill related to the acquisitions of Ebatong that wasallocated to the Internet finance reporting unit. The total cash consideration was RMB410,417 in which RMB336,065, RMB56,571 and RMB17,781 were paid during the years ended December 31,2016, 2017 and 2018, respectively. The acquisition cost amounted to RMB4,000 was recorded in general and administrative expenses when it incurred.F-40 RMB Weighted averageamortizationperiod at theacquisition date(in years)Net tangible liabilities acquired (18,388) Intangible assets- customer relationship 17,693 14Goodwill 210,669 Deferred tax liabilities (4,423) Non-controlling interest (59,851) ​Total consideration 145,700 ​​​Consideration transferred Cash 65,452 Fair value of the Group's previously held equity interests in Feiyuan 80,248 ​Total consideration 145,700 ​​​ Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)3. Significant acquisition and equity transactions (Continued)(a) Acquisitions in 2016 (Continued) The acquisition had been accounted for as a business combination and the results of operations of Ebatong have been included in the Group'sconsolidated financial statements from the acquisition date. The Group made estimates and judgments in determining the fair value of acquired assets andliabilities, based on an independent valuation report and management's experiences with similar assets and liabilities. The following table summarizes theestimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition: During the year ended December 31, 2016, the Group acquired additional equity interests of certain logistic companies and obtained over 50% votingright. The acquisitions are not individually or in aggregate significant to the Group's net assets and results of operations. These acquisitions have anaggregate purchase price of RMB50,218. The acquisitions were accounted for under purchase accounting and the results of these logistic companies areincluded in the Group's consolidated results from the acquisition dates. The Group recorded RMB34,365 in goodwill related to the acquisitions of theselogistic companies, allocated to the logistic reporting unit. No additional intangible asset was identified during these acquisitions. Based on the assessment of the acquired companies' financial performance made by the Group, the acquired companies, including its subsidiary during2016 are not considered material to the consolidated results of operations both individually and in aggregate. Thus pro forma results of operations for theseacquisitions in 2016 as well as the results of operations since the date of acquisitions to the period end have not been presented. None of the goodwillrecognized during the acquisitions is expected to be deductible for income tax purposes.4. Revenue From January 1, 2018, the Group accounts for revenue in accordance with Topic 606, "Revenue from Contracts with Customers".F-41 RMB Weighted averageamortizationperiod at theacquisition date(in years)Net tangible assets acquired 95,332 Intangible assets-Payment license 319,660 Indefinite lifeGoodwill 13,291 ​Total consideration 428,283 ​​​Consideration transferred and liabilities assumed Cash 410,417 Other receivables 17,866 ​Total consideration 428,283 ​​​Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)4. Revenue (Continued)Product revenue recognition The majority of the Group's revenue is derived from product revenue. The Group recognizes revenue from the sale of apparel, fashion goods, cosmetics,home goods and lifestyle products and other merchandise through its online platforms, including its internet website and cellular phone application. TheGroup utilizes in-house and external delivery service providers to deliver goods to its customers. The Group recognizes revenue at the point of time when thegoods have been accepted by the customers. The customers have the options to pay for the goods in advance, upon acceptance of the goods or to pay over anagreed upon instalment period. Revenue was recorded net of surcharges and value added tax ("VAT") of gross sales. Surcharges are sales related taxes representing the City Maintenanceand Construction Tax and Education Surtax. Revenues also include fees charged to customers for shipping and handling expenses. The Group incursexpenses or pays fees to in-house and external delivery service providers, respectively, and records such expenses and fees as shipping and handlingexpenses.Return rights The Group offers customers with an unconditional right of return for a period of 7 days upon receipt of the products on sales from its platforms. TheGroup reduces product revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns, andrecorded as a refund liability included in accrued expenses and other current liabilities (Note 15) and the estimated inventories in transit subject to thoseestimated returns are included in inventories on the consolidated balance sheets.Principal vs. agent accounting The Group records all product revenue on a gross basis. To determine whether the Group is an agent or principal in the sale of products, the Groupconsiders the following indicators: the Group is primarily responsible for fulfilling the promise to provide the specified goods or services, is subject toinventory risks before the specified goods or services have been transferred to a customer or after transfer of control to the customers, and has discretion inestablishing the price of the specified goods or services.Membership reward program The Group grants Weipin Coins to the customers when they purchase goods from its platforms. Weipin Coins can be offset against payments whencustomers make their future purchases. Upon adoption of Topic 606, the Group considers the Weipin Coins as a separate performance obligation and allocates the transaction priceproportionally between the product sold and the Weipin Coins granted on a relative standalone selling price basis in consideration of the likelihood of futureredemption and the equivalent value per Coin when it is redeemed. There is no significant impact upon adoption of Topic 606 other than the deferred incomerecorded is considered as a contract liability. As of December 31, 2017 and 2018, the Group recorded deferred income related to Weipin Coins ofRMB138,863 and RMB150,240, respectively.F-42Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)4. Revenue (Continued) New members who register on the Group's platforms or existing members introducing new members to the Group's online platforms will be granted freeWeipin Coins. These Weipin Coins are not related to prior sales and are recorded as reduction of revenue at the time of use. In June 2017, the Group launched a paid membership program called Super VIP, which allows its members to enjoy certain privileges. The revenuerelated to the membership fee is recognized straight-line over the period of the membership.Other revenues Other revenues consist of (1) commission from platform access; (2) logistic service to external customers; (3) promotional and advertising service;(4) inventory and warehouse management service and (5) interest income from microcredit and consumer financing. The Group charges fees to third-party merchants to access the Group's platform for sales of their products. The Group is not primarily responsible forfulfilling the promised contracts, as it does not bear the inventory risk, nor has the discretion in establishing prices. Upon successful sales on the Group'sonline platforms, the Group will charge the third-party merchants commission fees. Commission fees are recognized on a net basis at the point of sales ofproducts. Other revenue from providing logistic services to external customers are recognized upon the completion of the performance of services. Other revenue from promotional and advertising, inventory and warehouse management services are recognized over the period during which theservices are provided, net of VAT. In connection with the Group's product revenues, certain approved customers have the option to pay for the goods over an instalment period up to24 months. Significant financing component exists in sales paid by instalments. The Group elected the practical expedient not to adjust the promised amountof consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will beone year or less. For the contracts with instalment period over 12 months, the transaction price is adjusted for the effects of the time value of money which isequivalent to the amounts charged in separate financing transaction between the Group and its customers at contract inception. The revenues earned from thefinancing service is recognized over the instalment period and included in other revenues.Remaining performance obligations Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. AtDecember 31, 2018, the Group had unfulfilled performance obligations for products goods to be passed to customers of RMB1,410 million, and performanceobligations related to Weipin Coins granted to customers and Super VIP membership fee of RMB355 million. The Group expects revenue to be recognizedfor the remaining performance obligations within the next year. The remaining performance obligations are accounted under advance from customers anddeferred income. The remaining performance obligation in relation to the financing service represents the remaining period of financing benefit to the customer per theagreed upon instalment period.F-43Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)4. Revenue (Continued)Disaggregation of revenue The Group disaggregates its revenue from different types of contracts with customers by principal product categories, as the Group believes it bestdepicts the nature, amount, timing and uncertainty of its revenue and cash flows. See Note 30 for product revenues by principal product categories.Contract balances The estimated inventories in transit relating to estimated returns are contract assets included in inventories. The balance of contract assets isRMB140,361 and RMB151,117 as of January 1, 2018 and December 31, 2018, respectively. The Group's contract liabilities consist of prepayments from customers, unredeemed Weipin Coins and Super VIP membership reward program and refundliability related to estimated return. As of January 1, 2018 and December 31, 2018, the balances of the contract liabilities are RMB1,564 million andRMB1,954 million, included in advances from customers, deferred income and accrued expenses and other current liabilities. All contract liabilities at the beginning of the year ended December 31, 2018 were recognized as revenue during the year ended December 31, 2018 andthe all contract liabilities as of year ended December 31, 2018 are expected to be realized in the following year.5. Accounts receivable, net Components of accounts receivable are as follows:F-44 As of December 31, 2017 2018 RMB RMB Other trade receivables (Note a) 4,611,930 5,302,391 Delivery service providers (Note b) 298,124 458,488 Others 18,364 31,396 Subtotal 4,928,418 5,792,275 Less: allowance for doubtful accounts (124,891) (117,544)Total 4,803,527 5,674,731 Note:(a)The Group provides consumer financing to certain customers as part of the Group's Internet financing business. As of December 31, 2017 and 2018, RMB 1.0 billionand RMB1.2 billion receivables from customer financing were collateralized for the issuance of asset-backed debts, respectively. Details of the securitization debt are setout in Note 18. (b)For certain sales transactions, third party delivery service providers will collect payments from the Group's customers upon delivery of goods, and remit such paymentsback to the Group on a periodic basis.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)5. Accounts receivable, net (Continued) The movement of allowance for doubtful debts during the years are as follows:6. Other receivables and prepayments, net Components of other receivables and prepayments are as follows:F-45 Year ended December 31, 2016 2017 2018 RMB RMB RMB Allowance for doubtful accounts: Balance at beginning of the year — (46,209) (124,891)Provision for allowance during the year (53,316) (111,183) (166,396)Write-offs during the year 7,107 32,501 173,743 Balance at end of the year (46,209) (124,891) (117,544) As of December 31, 2017 2018 RMB RMB Deposits (Note a) 342,703 436,402 Cash advanced to staff 12,847 17,060 Loans to staff 30,702 20,900 VAT recoverable 791,156 770,949 Interest receivable 25,871 100,402 Advances to suppliers related to financing activities (Note b) 1,525,567 1,269,898 Advances to suppliers related to procurement activities 646,027 707,233 Prepaid expense 152,179 119,436 Others 190,241 192,064 Subtotal 3,717,293 3,634,344 Less: allowance for doubtful accounts (43,097) (39,608)Total 3,674,196 3,594,736 Note:(a)Deposits consist of amounts paid to vendors for advertising and rentals. (b)The Group provides financing to some of its suppliers by advancing them cash, and holds portions of accounts payables the Group owed to them as pledges. Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)6. Other receivables and prepayments, net (Continued) The movement of allowance for doubtful debts during the years are as follow:7. Short term investments As of December 31, 2017 and 2018, the Group's short term investments consist of wealth management funds measured at fair value of RMB245,981 andRMB2,321,244, respectively, which matures within one year and are classified as current assets. The amount of unrealized holding gains as of December 31,2017 and 2018 were RMB5,981 and RMB48,604, respectively. All the short term investments were purchased from third-party financial institutions with high credit ratings in China. These investments have fixedmaturity dates and pay a target return on the amount invested. There has been no impairment recognized and no sales of any short term investments before maturities during the periods presented.8. Property and equipment, netF-46 Year ended December 31, 2016 2017 2018 RMB RMB RMB Allowance for doubtful accounts: Balance at beginning of the year (11,884) (23,418) (43,097)Provision for allowance during the year (13,259) (19,679) (5,220)Write-offs during the year 1,725 — 8,709 Balance at end of the year (23,418) (43,097) (39,608) As of December 31, 2017 2018 RMB RMB Cost: Buildings 3,892,010 4,113,753 Furniture, fixtures and equipment 2,340,437 2,709,502 Leasehold improvements 372,702 407,330 Motor vehicles 414,247 422,902 Software 108,468 60,858 Construction in process 1,187,157 3,179,701 Sub-total 8,315,021 10,894,046 Less: accumulated depreciation (1,654,196) (2,362,563)Property and equipment, net 6,660,825 8,531,483  Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)8. Property and equipment, net (Continued)9. Land use rights, net The expiry dates of the land use rights are from October 2064 to October 2068. Amortization expenses charged were RMB37,657 , RMB55,545 and RMB71,601 for the years ended December 31, 2016, 2017 and 2018, respectively.10. Intangible assets, netF-47 Year ended December 31, 2016 2017 2018 RMB RMB RMB Depreciation expenses were charged to: Fulfillment expenses 289,338 329,945 402,942 Marketing expenses 296 305 380 Technology and content expenses 262,073 312,506 282,020 General and administrative expenses 59,269 78,084 84,948 Total 610,976 720,840 770,290 As of December 31, 2017 2018 RMB RMB Land use right 3,174,446 4,053,855 Less: accumulated amortization (96,676) (168,277)Land use rights, net 3,077,770 3,885,578 As of December 31, 2017 As of December 31, 2018 Cost Accumulatedamortization(Note a) Impairment Netamount Cost Accumulatedamortization(Note a) Impairment Netamount RMB RMB RMB RMB RMB RMB RMB RMB Domain names 15,040 (15,040) — — 15,040 (15,040) — — CustomerRelationships 313,303 (287,142) — 26,161 313,303 (299,317) — 13,986 Trademarks 888,370 (850,562) — 37,808 888,538 (885,674) — 2,864 Non-competeagreement 70,127 (70,127) — — 70,127 (70,127) — — Payment license(Note b) 319,660 — — 319,660 319,660 — — 319,660 Others 45,035 (10,763) (16,907) 17,365 44,823 (11,318) (16,907) 16,598 Total 1,651,535 (1,233,634) (16,907) 400,994 1,651,491 (1,281,476) (16,907) 353,108 Note:(a)Amortization expenses for intangible assets were RMB363,977, RMB340,816 and RMB47,842 for the years ended December 31, 2016, 2017 and 2018, respectively. The Groupexpects to record amortization expenses of RMB3,053, RMB2,461, RMB1,549, RMB1,349 and RMB1,271 for the years ending December 31, 2019, 2020, 2021, 2022 and 2023,respectively.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)10. Intangible assets, net (Continued)11. Investment in equity method investees Investment in equity method investees consist of investments in affiliated companies, over which the Group has significant influence but which it doesnot control, partnerships that the Group has more than a minor influence and joint ventures. The Group generally considers an ownership interest of 20% orhigher to represent significant influence. Investments in equity method investments as of December 31, 2017 and 2018 were as follows: During the years ended December 31, 2016, 2017 and 2018, the Group recognized its share of loss of equity method investees in the amount ofRMB71,489, RMB22,280 and RMB46,999, respectively. No impairment was recorded during the years ended December 31, 2016, 2017 and 2018.F-48(b)Payment license enables the Group to provide payment services and qualifies as a paying institution, has a legal life of 5 years. The Group renewed the license during the yearended December 31, 2017 and the expiry date will be June 2022. The Group believes it would be able to renew the payment license at minimal cost continuously and has theability to do so. As a result, the payment license is considered by the Group as having an indefinite life because it is expected to contribute to net cash inflow indefinitely. As of December 31, 2017 2018 RMB RMB Kunshan Baowei Information Technology Limited(i) — 271,959 Shenzhen Tencent Puhe Limited Partnership(ii) — 293,481 Ovation(iii) 46,630 48,292 Others 19,704 53,695 Total 66,334 667,427 The Group's principal equity method investments and its ownership interest (direct and indirect) for each at December 31, 2017 and 2018 are as follows:(i)In November 2018, the Group entered into an agreement with another PRC company, to set up a joint venture, Kunshan Baowei Information Technology Limited("Baowei"), which is incorporated in PRC. The Group was entitled to 45% equity interest, for a total consideration of RMB 272 million pursuant to the agreement. (ii)In May 2018, the Group acquired 14% limited partnership interest in Shenzhen Tencent Puhe Limited Partnership ("Puhe"), which is a PRC limited partnershipcompany, for a total consideration of RMB362.5 million. (iii)In February 2014, the Group acquired a 23% equity interest in Ovation, which is a British Virgin Island ("BVI") company that engages in research and development, anddistribution of beauty products and production and publication of TV programme, for a total consideration of approximately US$55,777 (approximately RMB339,303)pursuant to a share purchase and subscription agreement with Ovation and certain of its existing shareholders.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)12. Other investments Other investments consist of equity investments with readily determinable fair value, equity investments without readily determinable fair value andavailable-for-sale debt securities. The carrying amounts and fair values of the Group's other investments are as follows: F-49 As of December 31, 2017 Originalcost Unrealizedloss Accumulatedimpairment Translationdifference EstimatedFair value RMB RMB RMB RMB RMB Equity investments with readily determinable fair value(Note a) 46,779 (442) (48,634) 2,649 352 Available-for-sale debt securities (Note b) 160,314 — (15,000) 616 145,930 Equity investments without readily determinable fairvalue (Note c) 586,712 — (225,206) 26,134 387,640 Total 793,805 (442) (288,840) 29,399 533,922 As of December 31, 2018 Originalcost Unrealizedgains Accumulatedimpairment Translationdifference EstimatedFair value RMB RMB RMB RMB RMB Equity investments with readily determinable fairvalue (Note a) 149,406 105,235 (48,634) 11,029 217,036 Available-for-sale debt securities (Note b) 160,314 — (35,073) 5,117 130,358 Equity investments without readily determinable fairvalue (Note c) 1,231,238 68,163 (225,206) 48,962 1,123,157 Total 1,540,958 173,398 (308,913) 65,108 1,470,551 Note:(a)Equity investments with readily determinable fair value Gain on disposal of the investment was recorded to net income at the amount of RMB55,615 during the year ended December 31, 2017. The Group had no disposal during theyears ended December 31, 2016 and 2018. The Group recorded impairment loss RMB48,634 for year ended December 31, 2016, and no impairment losses for both year ended December 31, 2017 and 2018. The Group recorded unrealized (loss) gain of nil, RMB(442) and RMB105,235 according to the fair value of the respectively investments during the year ended December 31, 2016,2017 and 2018, respectively. As a result of the adoption of ASU 2016-01 effective January 1, 2018, the change in fair value for all equity securities is required to be recorded within the consolidated statementsof income and comprehensive income and thus the accumulated loss of RMB442 was reclassified from accumulated other comprehensive loss to the opening balance of retainedearnings of the year ended December 31, 2018.(b)Available-for-sale debt securities The Group recorded impairment of nil, RMB15,000 and RMB20,073 during year ended December 31, 2016, 2017 and 2018, respectively.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)12. Other investments (Continued)13. Other long-term assets14. Goodwill The carrying amount of goodwill was RMB367,106 as of December 31, 2017 and 2018. The Group performed the annual impairment analysis as of the balance sheet date. There has been no impairment recognized in goodwill during theperiods presented.F-50(c)Equity investments without readily determinable fair value The principal additions during the year ended December 31, 2018 are as follows:(i)In March 2018, the Group entered into definitive agreement and committed to invest up to US$250 million into a private equity fund. As of December 31, 2018, theGroup invested RMB126.1 million to the fund. (ii)In June 2018, the Group invested in Guofu Life Insurance Co., Ltd for consideration of RMB240.0 million, which mainly engaged in domestic insurance services. (iii)In June 2018, the Group invested RMB144.4 million in a private company, which mainly engaged in global high-quality food sales via mobile apps. During the year ended December 31, 2018, the Group recorded RMB68,163 unrealized gain for one of its unlisted equity investments based on observable price changesin orderly transaction for a similar investment. The Group recorded impairment loss of RMB65,940, RMB118,026 and nil for year ended December 31, 2016, 2017 and2018, respectively. As of December 31, 2017 2018 RMB RMB Deposit for land use rights — 105,840 Prepayment for investments (Note a) 240,000 — Long term trade receivables (Note b) 63,872 221,000 Loan to staff 62,888 67,810 Long term loan receivables — 5,586 Subtotal 366,760 400,236 Less: allowance for doubtful accounts — (3,789)Total 366,760 396,447 Note:(a)The amounts as of December 31, 2017 represented deposits paid to an escrow account for formation of an insurance company with other independent parties. As atDecember 31, 2018, the establishment process has completed and the deposits were transferred to other investments. (b)The Group provides consumer financing to certain customers as part of the Group's internet financing business with instalment payment up to 24 months. The Grouprecorded the consumer financing receivables which are expected to be settled more than one year as of balance sheet date in the amounts of RMB63,872 andRMB221,000, respectively. Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)15. Accrued expenses and other current liabilities16. Employee retirement benefit Full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medicalcare, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group tomake contributions based on certain percentages of the employees' basic salaries. Other than the contribution, there is no further obligation under these plans.The total contributions and accruals made for such employee benefits were RMB585,073, RMB808,925 and RMB928,826 for the years ended December 31,2016, 2017 and 2018, respectively.F-51 As of December 31, 2017 2018 RMB RMB Accrued advertising expense 621,238 821,059 Accrued shipping and handling expenses 336,580 418,187 Accrued payroll and social benefits 801,553 1,027,288 Deposits from delivery service providers 150,035 379,403 Taxes payables (Note a) 860,755 1,218,334 Accrued rental expenses 67,869 73,614 Accrued administrative expenses 229,795 440,784 Amounts received on behalf of third-party merchants (Note b) 300,264 741,109 Interest payable 17,356 26,649 Refund liability (Note c) — 190,383 Others 151,706 175,795 Total 3,537,151 5,512,605 Note:(a)Amounts represent income tax payable, VAT and related surcharges, PRC individual income tax of employees withheld by the Group and tariff, import VAT andconsumption tax pursuant to the Circular on Tax Policy for Cross-border E-commerce Retail Imports. (b)Amounts relate to the cash collected on behalf of third-party merchants which the Group provides platform access for sales of their products. (c)The Group offers customers with an unconditional right of return for a period of 7 days upon receipt of products on sales from its platforms. The Group reduces productrevenues and cost of revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns, and recorded as returnedliability included in accrued expenses and other current liabilities. Refund liability is measured at the amount of consideration received for which the Group does notexpect to be entitled.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)17. Short term loans Components of the outstanding short term loans are as follows: RMB denominated loans:(a)During the year ended December 31, 2017, the Group entered into a RMB denominated short term bank facility agreement with IndustrialBank for up to RMB179,000 and the borrowing carries fixed interest rate based on the 3-month People's Bank of China's DepositBenchmarking Rate plus 3.25% per annum. The facility was fully drawn down and outstanding as of December 31, 2017. The Group fullyrepaid the loan in August 2018. (b)During the year ended December 31, 2017, the Group entered into a short term loan agreement with the Industrial Bank for a loan ofRMB172,000, which was secured by the Group's short term investments amounting to RMB200,000 and carries fixed interest rate of 4.35%.These bank borrowings was fully repaid in August, 2018. (c)During the year ended December 31, 2017, the Group entered into a loan agreement with Shanghai Bank for a loan of RMB29,600. The loanwas secured by the Group's short term investments amounting to RMB30,000 and carried fixed interest rate of 5.75% per annum. This loan wasfully paid off in January, 2018. (d)During the year ended December 31, 2017, the Group entered into a RMB denominated revolving credit facility agreement with ChinaMerchants Bank for up to RMB1.2 billion and the borrowing carries fixed interest rate. During the year ended December 31, 2017, the facilitywas drawn down by RMB200.0 million with a fixed interest rate of 4.35% per annum. The loan was secured by the Group's accounts receivablein the amount of RMB207.7 million. The outstanding balance of short term loans under this agreement was RMB200.0 million as ofDecember 31, 2017 and was fully repaid in February, 2018.During the year ended December 31, 2018, the facility was drawn down by RMB1.0 billion under the same revolving credit facility agreementwith China Merchants Bank, of which (i) RMB200.0 million was uncollateralized short term loan with a fixed interest rate based on 6-monthto 12-month People's Bank of China's Deposit Benchmarking minus 9.89% per annum; (ii) separate loan agreements of RMB200.0 million,RMB200.0 million and RMB400.0 million during the year ended December 31, 2018, with fixed interest rates of 4.35%, 4.29% and 3.96% perannum, respectively. These three loans were secured by the Group's accounts receivable in the amount of RMB200.0 million,RMB200.0 million and RMB400.0 million, respectively. The outstanding balance under this agreement was RMB1.0 billion as ofDecember 31, 2018 and will be matured in the first quarter of 2019.F-52 As of December 31, 2017 2018 RMB RMB RMB denominated 580,600 1,000,000 U.S. dollar denominated 326,710 343,160 Total 907,310 1,343,160 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)17. Short term loans (Continued) U.S. dollar denominated loans:(a)During the year ended December 31, 2017, the Group entered into a US$ denominated short term bank facility agreement with an overseasbank for up to US$100,000 (approximately RMB650,630), in which US$50,000 (approximately RMB326,710) was drawn down andoutstanding as of December 31, 2017. The facility was pledged by the Group's restricted cash amounting to RMB35,412 and was guaranteedby the Group. The borrowing carries floating interest rate based on the 3-month London Inter-Bank Offered Rate plus 1.05% per annum. TheGroup made a full repayment in March 2018. (b)During the year ended December 31, 2018, the Group entered into a US$ denominated short term loan agreement with China Merchants Bankfor a loan of US$50,000 (approximately RMB343,160). The loan was pledged by the Group's short term investments amounting toUS$200,000 (approximately RMB1.4 billion) and was guaranteed by the Company. The borrowing carries floating interest rate based on 6-month London Inter-Bank Offered Rate plus 0.45% per annum. In addition, during the year ended December 31, 2018, the Group also entered into RMB denominated short term bank facility agreements with PRCbanks for up to RMB250.0 million. Up to December 31, 2018, the facility was not yet utilized. The weighted average interest rates for the outstanding short term loans during the year ended December 31, 2017 and 2018 were approximately 3.84%and 3.99%, respectively. There is no financial covenants in respect of the Group's short term loans as of December 31, 2017 and 2018.18. Securitization debt The Group securitizes accounts receivable arising from the consumer financing businesses. During the year ended December 31, 2017, the Group completed two offerings of asset-backed securities ("ABS") on the Shanghai Stock Exchange, at anaggregate amount of RMB800.0 million. The Group held 100% of the subordinated securities at an amount of RMB40.0 million. The outstanding balance ofABS was RMB760.0 million as of December 31, 2017 and was fully repaid during the year ended December 31, 2018. During the year ended December 31, 2018, the Group completed the third offering of ABS on the Shanghai Stock Exchange at an aggregate amount ofRMB500.0 million, of which 100% of the subordinated securities of RMB25.0 million was held by the Group. The outstanding balance of ABS wasRMB475.0 million as of December 31, 2018 and will mature in 2019. During the year ended December 31, 2018, the Group completed an offering of asset-backed notes ("ABN") on the Shanghai Clearing House. TheAggregate amount issued was RMB520.0 million and 100% of the subordinated securities of RMB26.0 million was held by the Group. The outstandingbalance of ABN was RMB494.0 million as of December 31, 2018 and will mature in 2019. The securitization debt is denominated in RMB and the weighted average interest rates during the year ended December 31, 2017 and 2018 wereapproximately 5.36% and 5.44%.F-53Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)19. Convertible senior notes On March 17, 2014, the Group issued US$632,500 (approximately RMB4,391,448) in aggregate principal amount of 1.5% Convertible Senior Notes due2019 (the "Notes"). The Notes can be converted into the Company's ADSs, each representing 1/5 Class A ordinary share of the Company, par value 0.001 pershare (the "ordinary shares"), at the option of the holders, based on an initial conversion rate of 49.693 of the Company's American depositary shares ("ADSs")(4.9693 ADSs before the ADS ratio change effective November 3, 2014) per US$1,000 principal amount of Notes (US$20.124 per ADS, or $201.24 per ADSsbefore the ADS ratio change). Holders of the Notes have the right to require the Group to repurchase for cash all or part of their Notes on March 15, 2017 orupon the occurrence of certain fundamental changes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accruedand unpaid interest to, but excluding, the repurchase date. The Notes bear interest at a rate of 1.5% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning onSeptember 15, 2014. The net proceeds from the Notes offering were US$617,191 (approximately RMB4,285,157), after deducting discounts to the initial purchaser ofUS$14,231(approximately RMB98,806) and debt issuance costs of US$1,078 (approximately RMB7,485). Debt issuance costs and debt discounts arerecorded as a direct deduction from the face amount of Convertible Senior Notes, and amortized as interest expenses, using the effective interest method, fromissuance date to the first put date of the Notes (March 15, 2017). On March 15, 2017, part of the Notes holders exercised their option to redeem the Notes, the total redemption amount was US$3,125 (approximatelyRMB21,697). The Group repaid all the outstanding principal and interests on March 15, 2019.20. Distribution of profit Pursuant to the laws applicable to entities incorporated in the PRC, the PRC subsidiaries are prohibited from distributing their statutory capital and arerequired to appropriate from profit after tax under accounting principles generally accepted in the PRC to other non-distributable reserve funds afteroffsetting accumulated losses from prior years, until the cumulative amount of such reserve fund reaches 50% of their registered capital. These reserve fundsinclude one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certaincumulative limits, the general reserve fund requires annual appropriation at 10% of after tax profit (as determined under accounting principles generallyaccepted in the PRC at each year-end); the appropriation to the other fund are at the discretion of the subsidiaries. The general reserve is used to offset future extraordinary losses. A subsidiary may, upon a resolution passed by the shareholders, convert the generalreserve into capital. The staff welfare and bonus reserve is used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserveis for the expansion of the subsidiary's operations and can be converted to capital subject to approval by the relevant authorities. These reserves representappropriations of the retained earnings determined in accordance with Chinese law, and are not distributable as cash dividends to the Group.F-54Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)20. Distribution of profit (Continued) Relevant PRC statutory laws and regulations permit payment of dividends by the Company's PRC subsidiaries only out of their retained earnings, if any,as determined in accordance with PRC accounting standards and regulations. The Company's PRC subsidiaries transferred RMB84,873, RMB95,617 andRMB121,069 to the general reserve during the years ended December 31, 2016, 2017 and 2018, respectively. The balance of restricted net assets was RMB6,637,007 as of December 31, 2018.21. Capital structureDual-class share structure On September 15, 2014, the Company's shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Company'sauthorized share capital was reclassified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share beingentitled to one vote and each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote. Both Class A ordinaryshares and Class B ordinary shares are entitled to the same dividend right. The holders of the Group's ordinary shares are entitled to such dividends as may bedeclared by the board of directors subject to the Companies Law. The computation of net earnings per Class A ordinary shares and Class B ordinary shareshave been adjusted retroactively for all periods presented to reflect this change. As of December 31, 2017 and 2018, all Class B ordinary shares were held bythe Chairman of the Company.ADS ratio change Effective November 3, 2014, the Group changed its ADS to Class A ordinary share ratio from one ADS representing two Class A ordinary shares to fiveADSs representing one Class A ordinary share. The computation of net earnings per ADS have been adjusted retroactively for all periods presented to reflectthis change.Issuance of ordinary shares In December 2017, the Group issued 9,229,437 and 3,955,473 Class A ordinary shares to Tencent Holdings Limited ("Tencent") and JD.com, Inc.("JD.com"), in the amount of approximately US$603,605 (approximately RMB3,927,236) and US$258,688 (approximately RMB1,683,101), respectively.Exercise of share options During the year ended December 31, 2016, 560,930 Class A ordinary shares were issued respectively as a result of exercises of share options byemployees and a consultant. During the year ended December 31, 2017, 454,708 Class A ordinary shares were re-issued from treasury shares as a result ofexercise of share options by employees. During the year ended December 31, 2018, 356,736 Class A ordinary shares were issued as a result of exercise ofshare options by employees.F-55Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)21. Capital structure (Continued)Vesting of shares awards During the years ended December 31, 2016, 2017 and 2018, 861,815, 23,413 and 1,322,560 Class A ordinary shares were issued respectively as a resultof vesting of shares awards granted to employees and consultants.22. Treasury shares On November 17, 2015, the Company's board of directors approved a share repurchase program whereby the Group may purchase its own ADSs with anaggregate value of up to US$300 million over the following 24-month period, ending on November 16, 2017. As of December 31, 2016, the Group hasrepurchased 1,614,135 shares from the market in the consideration of approximately RMB844,711 in aggregate. Part of the considerations for the repurchaseof shares in the amount RMB194, 514 were only settled during the year ended December 31, 2016. As of December 31, 2018, the Group has no outstandingtreasury shares. During the years ended December 31, 2016, 2017 and 2018, 257,217, 1,356,918 and nil, representing the full amount of the treasury shares in aggregaterespectively, was re-issued to employees of the Group for the purpose of share awards.23. Other operating income Other operating income consists of government grants and other miscellaneous income. Government grants represent rewards provided by the relevantPRC municipal government authorities to the Group for business achievements made by the Group, tax refunds, or subsidies for asset related investmentsmade by the Group. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses therelated costs for which the grants are intended to compensate. A government grant will only be recognized as other operating income when it is probable that any future economic benefit associated with an item willflow to the Group, and the grant has been received because the amount of such government grants are determined solely at the discretion of the relevantgovernment authorities and there is no assurance that the Group will continue to receive these government grants in the future. Grants related to depreciableassets are recognized in profit or loss over the periods in which depreciation expense on those assets is recognized, corresponding to the useful lives of theassets.F-56Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)23. Other operating income (Continued) Other operating income is comprised of:24. Income taxesCayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividendsby the Company to its shareholders, no Cayman Islands withholding tax will be imposed.Hong Kong The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5%for the years ended December 31, 2016, 2017 and 2018, if applicable.The People's Republic of China Under the Law of the People's Republic of China on Enterprise Income Tax ("EIT Law"), domestically owned enterprises and foreign invested enterprises(the "FIEs") are subject to a uniform tax rate of 25%. While the EIT Law equalizes the tax rates for FIEs and domestically-owned enterprises, preferential taxtreatment may continue to be given to companies in certain encouraged sectors and to entities classified as high and new technology companies, regardlessof whether these are domestically-owned enterprises or FIEs. In accordance with No. 23 of the State Administration of Taxation Announcement No. 2018: the Administrative Measures on Corporate Income TaxPreferential Policies (Revision 2018), the enterprise shall voluntarily assess and apply the relevant preferential tax rate according to the de facto operatingsituation and relevant tax regulations, the relevant supporting documents of which shall be retained for any examination by the tax authorities. The Group's subsidiaries and the variable interest entities in the PRC are all subject to the tax rate of 25% for the periods presented except for somesubsidiaries that were entitled to the following preferential tax treatment, based on the Group's assessment and relevant tax regulations: Pinwei Software was classified as a high and new technology enterprise and entitled to a preferential tax rate of 15%, based on Article 28 of the Law ofthe People's Republic of China on Enterprise Income Tax for the year ended December 31, 2016. Subsequent to the year endedF-57 Year ended December 31, 2016 2017 2018 RMB RMB RMB Government grants 282,866 347,817 553,153 Claims income 65,368 68,993 101,778 ADR reimbursement — 80,115 36,087 Others 9,795 34,130 66,044 Total other operating income 358,029 531,055 757,062 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)24. Income taxes (Continued)December 31, 2017, Pinwei Software applied and was classified as "State Planning Key Software Enterprise" by the local tax authority and entitled to apreferential tax rate of 10% pursuant to Circular Caishui (2012) 27 starting from the beginning of 2018. Vipshop Jianyang and Vipshop Chongqing have been recognized as encouraged enterprises in the Western Region in an industry sector encouraged bythe PRC government and entitled to a preferential tax rate of 15% for the years ended December 31, 2017 and 2018. Vipshop Zhuhai was entitled to a preferential tax rate of 15% as it is located in an economy development zone in the PRC and its primary business fallsinto the scopes of the encouraged industries stipulated in the existing related policies. The term "encouraged enterprise in an industry sector encouraged by the PRC government" as used herein refers to an enterprise incorporated in certainregion and that its primary business falls into the scopes of the encouraged industries stipulated in the existing related policies, including Catalogue ofEncouraged Industries in the Western Region, Industrial Restructuring Guidance Catalogue (2011, revised in 2013), Catalogue for the Guidance of ForeignInvestment Industries (Revised in 2017), Catalogue of Foreign-invested Advantage Industries in Central-Western Region (Revised in 2017), Circular of theMinistry of Finance and the State Administration of Taxation on the Preferential Enterprise Income Tax Policies and Catalogue for Hengqin New Area ofGuangdong Province, Pingtan Comprehensive Experimental Area of Fujian Province and Qianhai Shenzhen-Hong Kong Modern Service IndustryCooperation Zone of Shenzhen City. The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on thetechnical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2017 and 2018, the Group had nounrecognized tax benefits. The Group does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. TheGroup will classify interest and penalties related to income tax matters, if any, in income tax expense. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due tocomputational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearlydefined, but an underpayment of income tax liability exceeding RMB100 (US$15) is specifically listed as a special circumstance. In the case of a transferpricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion, refusal to pay tax and tax fraud.F-58 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)24. Income taxes (Continued) Income (loss) by tax jurisdictions: Under the EIT Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC lawor under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-residential enterprise refers toone that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but whichhas either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishments in thePRC. Under the current EIT Implementation Regulations, "de facto management organization" is defined as the organization of an enterprise through whichsubstantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised.Under the Enterprises Income Tax Law of the People's Republic of China which was promulgated on March 16, 2007 and took effect as of January 1, 2008(the "New Tax Law") and the New EIT Implementation Regulations, a resident enterprise's global net income will be subject to a 25% enterprise income taxrate. Uncertainties exist with respect to how the New Tax Law and New EIT Implementation Regulations apply to the Group's overall operations, and morespecifically, with regard to tax residency status. On April 22, 2009, the State Administration of Taxation, or the SAT, issued SAT Circular 82, which providescertain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located inChina. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of Circular 82 and clarifies matters such asresident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entitiesorganizedF-59 Year ended December 31, 2016 2017 2018 RMB RMB RMB Income from China operations 3,241,171 3,320,283 3,770,270 Loss from non-China operations (575,087) (779,430) (1,023,195)Total income before tax and share of loss of equity methodinvestees 2,666,084 2,540,853 2,747,075 Year ended December 31, 2016 2017 2018 RMB RMB RMB Income tax expenses applicable to China and Hong Kong operations Current tax (Note) 689,473 780,013 682,309 Deferred tax (87,645) (153,873) (115,705)Total tax expenses 601,828 626,140 566,604 Note:All current tax was related to income tax in PRC and Hong Kong.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)24. Income taxes (Continued)outside of PRC should be treated as residents for New Tax Law purposes. Nevertheless, even if one or more of its legal entities organized outside of the PRCwere characterized as PRC tax residents, most of them are still in accumulated loss position and no significant impact would be expected on the net currenttax payable balance and the net deferred tax balance. If the entity were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to awithholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% and in the case of a subsidiary 25% or more directlyowned by residents which meet the criteria of beneficial owner in the Hong Kong Special Administrative Region ("Hong Kong SAR"), the withholding taxwould be 5%. Aggregate undistributed earnings of the Group's subsidiaries and the VIEs in the PRC that are available for distribution to the Group of approximatelyRMB9,981.8 million and RMB12,288.5 million as of December 31, 2017 and 2018 respectively are considered to be indefinitely reinvested under ASC 740-30, Accounting for Income Taxes—Special Areas, and accordingly, no provision has been made for the Chinese dividend withholding taxes that would bepayable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanentlyreinvested, the Group would have to record a deferred income tax liability in respect of those undistributed earnings of approximately RMB499.1 millionand RMB614.4 million as of December 31, 2017 and 2018 respectively. A reconciliation of the income tax expense to income before income tax expense and share of loss of equity method investees computed by applying thePRC statutory income tax rate of 25% per the consolidated statements of income and comprehensive income is as follows:F-60 Year ended December 31, 2016 2017 2018 RMB RMB RMB Income before income tax expense and share of loss of equity method investees 2,666,084 2,540,853 2,747,075 Computed income tax expense at PRC EIT tax rate 666,521 635,213 686,769 Effect of non-deductible expenses, including: —Share-based compensation expenses 118,913 166,774 167,803 —Other non-deductible expenses 6,408 67,911 65,497 Effect of different tax rates of subsidiaries operating in other jurisdiction 1,693 8,634 10,454 Effect of tax holidays on concessionary rates granted to PRC subsidiaries (280,523) (329,048) (397,437)Effect of non-taxable income (17,419) (30,075) (58,053)Change in valuation allowance 105,387 106,731 91,571 Others 848 — — Income tax expenses 601,828 626,140 566,604 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)24. Income taxes (Continued) The aggregate amount and per share effect of the tax holidays and tax concessions are as follows: The principal components of deferred tax assets are as follows: The amount of tax loss carried forward was RMB1,253,624 and RMB1,700,028 of December 31, 2017 and 2018, respectively, for the Group's certainsubsidiaries and VIEs. The Group has provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and otherdeferred tax assets of certain subsidiaries as of December 31, 2017 and 2018, respectively, as management is not able to conclude that the future realization ofsome of those net operating loss carry forwards and other deferred tax assets are more likely than not.25. Earnings per share As of December 31, 2016, 2017 and 2018, there are 909,568, 846,952 and 839,275 employee share options or non-vested ordinary shares, respectively,which could potentially dilute basic net earnings per share in the future, but which were excluded from the computation of diluted net earnings per share inthe periods presented, as their effects would have been anti-dilutive.F-61 Year ended December 31, 2016 2017 2018 RMB RMB RMB The aggregate effect 280,523 329,048 397,437 Per share effect: Class A and Class B ordinary share: —basic 2.42 2.80 3.00 —diluted 2.23 2.62 2.84 As of December 31, 2017 2018 RMB RMB Deferred tax assets: Net operating loss carry forwards 287,104 356,293 Allowance for doubtful debts 41,937 44,621 Allowance for other investments 13,980 13,980 Inventory write-down 52,885 126,755 Payroll payable and other accruals 14,963 14,750 Deferred income 131,261 178,910 Others 4,043 6,093 Less: valuation allowance (261,061) (352,632)Total deferred tax assets-non current 285,112 388,770 Deferred tax liability : Intangible assets 17,007 4,960 Total deferred tax liability-non-current 17,007 4,960 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)25. Earnings per share (Continued) Basic net earnings per share is based on the weighted average number of ordinary shares outstanding during each period. Diluted net earnings per share isbased on the weighted average number of ordinary shares outstanding and incremental weighted average number of ordinary shares from assumed vesting ofnon-vested shares and exercise of share options, and conversion of the convertible senior notes during each period. As economic rights and obligations are applied equally to both Class A and Class B ordinary shares, earnings are allocated between the two classes ofordinary shares evenly with the same allocation on a per share basis. Basic earnings per share and diluted earnings per share have been calculated for the years ended December 31, 2016, 2017 and 2018 as follows:F-62 Year ended December 31, 2016 2017 2018 Class A andClass B Class A andClass B Class A andClass B RMB RMB RMB Basic earnings per share attributable to Vipshop Holdings Limited'sordinary shareholders: Numerator: Earnings attributable to Class A and Class B ordinary shareholders forcomputing basic earnings per Class A and Class B ordinary share 2,036,817 1,949,655 2,128,787 Denominator: Weighted average number of Class A and Class B ordinary sharesoutstanding for computing basic earnings per Class A and Class Bordinary share 115,958,088 117,554,229 132,266,157 Basic earnings per Class A and Class B ordinary shares 17.57 16.59 16.09 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)25. Earnings per share (Continued) Diluted earnings per share for the years ended December 31, 2016, 2017 and 2018 are calculated as follows: The Group granted a number of non-vested ordinary shares to certain executive officers and employees during the years ended December 31, 2016, 2017and 2018 (refer to Note 29 (b)), these non-vested shares are not included in the computation of basic earnings per share as these non-vested shares do notcontain any unforfeitable rights to dividends or dividend equivalents.F-63 Year ended December 31, 2016 2017 2018 Class A andClass B Class A andClass B Class A andClass B RMB RMB RMB Diluted earnings per share: Numerator: Earnings attributable to Class A and Class B ordinary shareholders forcomputing basic earnings per Class A and Class B ordinary share 2,036,817 1,949,655 2,128,787 Interest expenses from convertible senior notes 84,147 54,673 57,293 Net earnings attributable to Class A and Class B ordinary shareholders forcomputing diluted earnings per Class A and Class B ordinary share 2,120,964 2,004,328 2,186,080 Denominator: Weighted average number of Class A and Class B ordinary sharesoutstanding for computing basic earnings per Class A and Class Bordinary share 115,958,088 117,554,229 132,266,157 Dilutive employee share options and non-vested ordinary shares 3,572,930 1,900,201 1,562,347 Dilutive convertible senior notes 6,286,165 6,261,403 6,255,106 Weighted average number of Class A and Class B ordinary sharesoutstanding for computing diluted earnings per Class A and Class Bordinary share 125,817,183 125,715,833 140,083,610 Diluted earnings per Class A and Class B ordinary shares 16.86 15.94 15.61 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)26. Accumulated other comprehensive loss The changes in accumulated other comprehensive loss by component are as follows:27. Commitments and contingenciesOperating leases agreements The Group leases office space and certain equipment under non-cancellable operating lease agreements that expire at various dates through June 2026.Those lease agreements provide for periodic rental increases based on both contractual incremental rates and inflation rates adjustments over the leasedperiods. Some of these lease agreements include terms of renewal ranging from one to ten years upon expiry of their respective original lease terms, withoutpurchase options or escalation clause. If these lease agreements are not renewed, the Group is obligated to remove the facilities constructed under certain ofits warehouse space lease contracts, although the Group expects such related removal costs to be not significant. During the three years ended December 31, 2016, 2017 and 2018, the Group incurred rental expenses amounting to RMB248,264, RMB493,248 andRMB595,300, respectively.F-64 CumulativeTranslationAdjustments Unrealized Gainand (Loss) onAvailable-for-saleSecurities Total RMB RMB RMB Balance as of January 1, 2016 (73,996) 3,015 (70,981)Foreign currency translation, net of tax of nil (292,152) — (292,152)Fair value changes of available-for-sale investments, net of tax of nil — (17,042) (17,042)Reclassification adjustment for losses included in net income, net of tax of nil — 36,567 36,567 Balance as of December 31, 2016 (366,148) 22,540 (343,608)Foreign currency translation, net of tax of nil 342,348 — 342,348 Fair value changes of available-for-sale investments, net of tax of nil — 32,633 32,633 Reclassification adjustment for gains included in net income, net of tax of nil — (55,615) (55,615)Balance as of December 31, 2017 (23,800) (442) (24,242)Adoption of ASU 2016-01 442 442 Foreign currency translation, net of tax of nil (7,083) — (7,083)Balance as of December 31, 2018 (30,883) — (30,883)Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)27. Commitments and contingencies (Continued) As of December 31, 2018, minimum lease payments under all non-cancellable leases were as follows:Capital commitment As of December 31, 2018, the Group has contracted for capital expenditures of RMB2,638,129 (2017: RMB2,345,658).Other commitments The Group has invested RMB126.1 million into a private equity fund (Note 12(c) (i)) as of December 31, 2018, and further investment will be made uponcall from general partner of the fund from time to time to a maximum limit of US$250 million. The Group also commits to purchase services from one of its related parties at the amounts of RMB390,378 (US$60.0 million) from the year endedDecember 31, 2021 to 2023. During the year ended December 31, 2017, the Group entered into a cooperative lending arrangement with a bank, whereby the Group and the bank willjointly fund financing to individuals. Under this arrangement, the Group is obligated to compensate the bank, if the bank's lending portion becomes overdueby more than 80 days. The bank's lending portion under the arrangement was approximately RMB117.7 million as of December 31, 2018.Contingencies The Group is subject to periodic legal or administrative proceedings in the ordinary course of business. The Group does not believe that any currentlypending legal proceeding to which the Group is a party will have a material effect on its business, results of operations or cash flows.F-65 RMB Year ending December 31, 2019 398,044 Year ending December 31, 2020 172,549 Year ending December 31, 2021 84,475 Year ending December 31, 2022 49,863 Year ending December 31, 2023 38,426 Thereafter 7,937 Total minimum lease payments 751,294 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)28. Related party transactions The table below sets forth the major related parties and their relationships with the Group as of December 31, 2018: For the years ended December 31, 2016, 2017 and 2018, the Group entered into the following material related party transactions: Details of the balances with related parties are as follows:(a)Amounts due from related parties Amounts due from related parties consist of amounts due from companies controlled or significantly influenced by the Company, its shareholdersand directors. Amounts due from related parties as of December 31, 2017 and 2018 amounted to RMB10,191 and RMB17,475, respectively, mainly includingprepayments placed by the Group related to purchases of goods from companies significantly influenced by the Company, its shareholders anddirectors.(b)Amounts due to related parties The amounts due to companies controlled or significantly influenced by the Company, its shareholders and directors as of December 31, 2017and 2018 amounted to RMB65,022 and RMB323,108, respectively, and were unsecured and interest free. These amounts are all related to purchasesof goods, logistic and other services from these parties.F-66Name of related parties Relationship with the GroupTencent and its subsidiaries ("Tencent Group") A shareholder with significant influence to the GroupTrendy (China) Group Holdings Limited and its subsidiaries ("TrendyGroup") An entity controlled by a director of the Group Year ended December 31, 2016 2017 2018 RMB RMB RMB Purchase of goods 155,093 213,350 340,365 Purchase of services 1,475 1,001 317,921 Purchase of logistic services 137,088 — — Provision of services 1,773 1,825 6,300 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)29. Share-based payments(a) Share incentive plan In March 2011, the Group adopted the Vipshop Holdings Limited 2011 Stock Incentive Plan (the "2011 Plan"), which provide up to an aggregate of7,350,000 Class A ordinary shares of the Group as share based compensation to employees, directors, officers and consultants and other eligible personal ofthe Group. In 2012, the Group adopted the 2012 Stock Incentive Plan (the "2012 Plan"), which provide up to an aggregate of 9,000,000 Class A ordinary shares ofthe Group, and the maximum aggregate number of shares that may be issued per calendar year is 1,500,000 from 2012 until the termination of the 2012 Plan. In July 2014, the Group adopted the 2014 Stock Incentive Plan (the "2014 Plan"), in which the maximum aggregate number of ordinary shares may beissued under the 2014 Plan is (i) 5,366,998 Class A ordinary shares, and (ii) an automatic increase on January 1 of each year after the effective date of the2014 Plan by that number of shares representing 1.5% of the Group's then total issued and outstanding share capital as of December 31 of the preceding year,or such less number as determined by the board of directors. During the years ended December 31, 2016, no share option were granted to executive officers, employees and non-employees of the Group under the2011, 2012 and 2014 Plans. In January 2017, the Group granted 900,000 restricted shares to its senior management, and on the same date, the Group also granted 1,320,000 shareoptions to its senior management at an exercise price of US$68.35 (approximately RMB444.71) per ordinary share pursuant to the Company's 2014 ShareIncentive plan. In December 2018, the exercise price of 660,000 share options among the foregoing batch was adjusted to US$26.30 (approximatelyRMB180.83) per ordinary share. The expiration dates of the options were 5 to 10 years from grant date, vesting is subject to the continuous services of the option holders to the Group,and post-termination exercise period ranged from 3 to 9 months. During any authorized leave of absence, the vesting of the option shall be suspended afterthe leave of absence exceeds a period of 90 days. Vesting of the option shall resume upon the option holders' return to service to the Group. The vestingschedule shall be extended by the length of the suspension. In the event of termination of the option holders' continuous service for cause, the option holders' right to exercise the option shall terminateconcurrently, except otherwise determined by the plan administrator, and the Group shall have the rights to repurchase all vested options purchased by theoption holders at a discount price determined by the plan administrator. The share option holders have waived any voting rights with regard to the shares andgranted a power of attorney to the Board of Directors of the Group to exercise voting rights with respect to the shares. The Group uses the Binomial model to determine the estimated fair value for each option granted below with the assistance of an independent valuationfirm. The Group estimates that the forfeiture rate for key management and employees will be nil and 13% for 2016, nil and 18% for 2017, and nil and 22% for2018, respectively.F-67Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)29. Share-based payments (Continued)(a) Share incentive plan (Continued) The assumptions used in determining the fair value of the share options on the grant date were as follows:F-68Assumptions 2017Expected dividend yield 0%Risk-free interest rate 1.96%Expected volatility 61.0%Expected life 5 yearsExercise multiples 2.80 timesWeighted average fair value of underlying ordinary shares (US$/share) 25.09Notes:(1)Expected dividend yield: The expected dividend yield was estimated by the Group based on its dividend policy over the expected life of the options.(2)Risk-free interest rate: Risk-free interest rate was estimated based on the US Treasury Bond as of the valuation date.(3)Expected volatility: The volatility of the underlying ordinary shares was estimated based on historical volatility of the Group for the period before the valuation date with lengthcommensurate to contractual life of the options.(4)Expected life: The expected life was the contractual life of the share options.(5)Exercise multiples: The Group estimated the exercise multiple based on a consideration of various research studies regarding exercise pattern from historical statistical data.(6)Fair value of underlying ordinary shares: After the Group's initial public offering in March 2012, the fair values of ordinary shares were determined based on the closing price in the market.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)29. Share-based payments (Continued)(a) Share incentive plan (Continued) For the years ended December 31, 2016, 2017 and 2018, the share option movements were as follows: For the years ended December 31, 2016, 2017 and 2018, the Group recognized share based payment expenses of RMB7,002, RMB54,505 andRMB65,884 in connection with the share options granted to employees, respectively. The total fair value of shares vested during the years endedDecember 31, 2016, 2017 and 2018 was RMB7,621, RMB236 and RMB122,864, respectively. As of December 31, 2018, there was RMB131,395 (2017: RMB162,949) unrecognized compensation cost related to unvested share options granted toexecutive and employees of the Group. The unvested share options expense relating to the share options of the Group is expected to be recognized over aweighted average period of 2 years on a straight-line basis schedule as of December 31, 2018.F-69 Optionsoutstanding Weightedaverageexerciseprice pershare Weightedaverageremainingcontractualyears toexpiryper share Weightedaveragefair valueat grantdate Weightedaverageintrinsicvalue peroption Aggregateintrinsicvalue US$ US$ US$ US$ As of January 1, 2016 2,436,871 1.33 5.89 years Exercised (560,930) 1.53 4.61 years Forfeited (3,000) 2.50 4.92 years Outstanding as of December 31, 2016 1,872,941 0.78 4,97 years Granted 1,320,000 68.35 4.00 years Exercised (454,708) 1.95 3.75 years Outstanding as of December 31, 2017 2,738,233 33.50 4.14 years Exercised (356,736) 1.65 2.77 years Outstanding as of December 31, 2018 2,381,497 26.61 3.05 years Non-vested as of December 31, 2018 687,500 Options vested and expected to vest as ofDecember 31, 2018 2,381,497 26.61 3.05 years 17.76 27.98 66,644,636 Exercisable as of December 31, 2018 1,693,997 18.21 3.07 years 9.58 36.39 61,644,292 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)29. Share-based payments (Continued)(b) Non-vested shares During 2016, 2017 and 2018, a total of 1,815,919, 2,900,580 and 1,102,576 non-vested shares were granted to executive officers, employees, membersof Audit Committee and consultants of the Group under the 2012 and 2014 Plan, respectively. Most of the non-vested shares granted have a vesting period of four years of employment services with the first one-fourth vesting on the first anniversaryfrom grant date, and the remaining three fourth vesting on a monthly basis over a three-year period ending on the fourth anniversary of the grant date. Thenon-vested shares are not transferable and may not be sold or pledged and the holder has no voting or dividend right on the non-vested shares. In the event anon-vested shareholder's employment for the Group is terminated for any reason prior to the fourth anniversary of the grant date, the holder's right to the non-vested shares will terminate effectively. The outstanding non-vested shares shall be forfeited and automatically transferred to and reacquired by the Groupwithout any consideration. For the years ended December 31, 2016, 2017 and 2018, the non-vested shares movement was as follows: The Group recognized compensation expense over the four year service periods on a straight line basis, and applied a forfeiture rate of nil for keymanagement for 2016, 2017 and 2018, while the forfeiture rate is 13%, 18% and 22% for employees for the years ended December 31, 2016, 2017 and 2018,respectively. The aggregate fair value of the restricted shares at grant dates was RMB824,474, RMB1,082,797 and RMB527,552 during the years endedDecember 31, 2016, 2017 and 2018 respectively. The fair values of non-vested shares are measured at the respective fair values of the Company's ordinaryshares on the grant-dates.F-70 Non-vested sharesoutstanding Outstanding as of January 1, 2016 2,094,709 Granted 1,815,919 Vested (1,119,032)Forfeited (371,731)Outstanding as of December 31, 2016 2,419,865 Granted 2,900,580 Vested (925,623)Forfeited (464,564)Outstanding as of December 31, 2017 3,930,258 Granted 1,102,576 Vested (1,322,560)Forfeited (786,772)Outstanding as of December 31, 2018 2,923,502 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)29. Share-based payments (Continued)(b) Non-vested shares (Continued) For the years ended December 31, 2016, 2017 and 2018, the Group recognized share based payment expenses of RMB468,651, RMB612,593 andRMB605,326 in connection with the non-vested shares granted to employees, respectively. As of December 31, 2018 there was RMB1,202,977 (2017: RMB1,432,463) unrecognized compensation cost related to non-vested shares which isexpected to be recognized over a weighted average vesting period of 2.32 years. The weighted average granted fair value per share of non-vested sharesgranted during the years ended December 31, 2016, 2017 and 2018 was US$67.66 (approximately RMB469.76), US$55.51 (approximately RMB361.18) andUS$65.59 (approximately RMB478.47) respectively.(c) Share-based compensation expenses For the years ended December 31, 2016, 2017 and 2018, share-based compensation expenses have been included in the following balances on theconsolidated statements of income and comprehensive income:30. Segment information Segment revenue and results The Group has determined that it operates in two operating segments: (1) Vip.com, (2) Internet finance business. The Group derives the results of the segments directly from its internal management reporting system. The CODM measures the performance of eachsegment based on metrics of revenue and income (loss) from operations and uses these results to evaluate the performance of, and to allocate resources to,each of the segments. The Group currently does not allocate assets, share-based compensation expenses and certain operating expenses to its segments, as theCODM does not use such information to allocate resources to or evaluate the performance of the operating segments.F-71 Year ended December 31, 2016 2017 2018 RMB RMB RMB Fulfillment expenses (38,428) (73,235) (73,151)Marketing expenses (38,459) (40,364) (41,063)Technology and content expenses (183,122) (206,073) (203,594)General and administrative expenses (215,644) (347,426) (353,402) (475,653) (667,098) (671,210)Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)30. Segment information (Continued) The table below provides a summary of the Group's operating segment results for the years ended December 31, 2016, 2017 and 2018: Depreciation of property and equipment, net (included in the measurement of segment profit or loss):F-72 Year ended December 31, 2016 2017 2018 RMB RMB RMB Net revenues Vip.com 56,567,945 72,875,234 84,159,609 Internet finance business 114,735 249,726 753,752 Inter-segment revenues (Note a) (91,378) (212,647) (389,413)Total net revenues 56,591,302 72,912,313 84,523,948 Income (loss) from operations Vip.com 3,665,649 4,063,238 3,353,658 Internet finance business (172,750) (366,025) (215,459)Unallocated expenses (Note b) (785,190) (1,006,767) (717,086)Total income from operations 2,707,709 2,690,446 2,421,113 Total other (expenses) income (41,625) (149,593) 325,962 Income before income tax expense and share of loss of equity methodinvestees 2,666,084 2,540,853 2,747,075 Year ended December 31, 2016 2017 2018 RMB RMB RMB Total depreciation of property and equipment, net Vip.com 610,293 714,656 715,087 Internet finance business 683 6,184 55,203 610,976 720,840 770,290 Note:(a)Inter-segment revenues mainly consist of payment processing and financing services provided by the Internet finance business to Vip.com and promotion services provided byVip.com to the Internet finance business. (b)Unallocated expenses include share-based compensation and amortization of intangible assets resulting from assets and business acquisitions, which are not allocated to segments.Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)30. Segment information (Continued) Interest income and expenses (included in the measurement of segment profit or loss): The following assets information in the Internet finance segments are reviewed by the CODM:F-73 Year ended December 31, 2016 2017 2018 RMB RMB RMB Interest income Vip.com 105,495 192,052 232,494 Internet finance business 29,931 4,252 36,946 Inter-segment interest income (28,382) (95,179) (26,568) 107,044 101,125 242,872 Interest expense Vip.com (84,151) (55,821) (103,504)Internet finance business (29,426) (121,793) (82,808)Inter-segment interest income 28,382 95,179 26,568 (85,195) (82,435) (159,744) Year ended December 31, 2016 2017 2018 RMB RMB RMB Net loss of investments accounted by equity method Vip.com (71,489) (22,280) (46,999)Internet finance business — — — (71,489) (22,280) (46,999) Year ended December 31, 2017 2018 RMB RMB Total assets Vip.com 30,158,119 34,867,619 Internet finance business 7,824,701 8,695,044 37,982,820 43,562,663 Investments in equity method investees Vip.com 66,334 667,427 Internet finance business — — 66,334 667,427 Total expenditure for additions of long-lived assets Vip.com 2,459,874 3,556,067 Internet finance business 14,576 37,893 2,474,450 3,593,960 Table of ContentsVIPSHOP HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)(All amounts in thousands, except for share and per share data, unless otherwise stated)30. Segment information (Continued) Other segment information Product revenues relate to sales of apparel, shoes and bags and other products. Other revenues relate to revenues from product promotion and online advertising, and commission fees charged to third-party merchants which theGroup provides platform access for sales of their product, and revenues from logistic and warehouse services provided to vendors of the Group. Geographic information Substantially all revenues and long-lived assets of Group are derived from and located in the PRC.F-74 Year ended December 31, 2016 2017 2018 RMB RMB RMB Product revenues Apparel 20,381,929 24,642,418 30,446,797 Shoes and bags 7,734,909 8,340,015 8,442,178 Cosmetics 7,574,423 10,607,267 11,700,310 Sportswear and sporting goods 3,518,007 4,747,077 5,699,740 Home goods and other lifestyle products 6,622,624 9,875,682 9,808,677 Toys, kids and baby 5,535,834 6,978,246 8,013,615 Other goods 3,914,174 5,980,948 7,398,958 55,281,900 71,171,653 81,510,275 Other revenues 1,309,402 1,740,660 3,013,673 Total net revenues 56,591,302 72,912,313 84,523,948  Table of ContentsVIPSHOP HOLDINGS LIMITEDSchedule I—Condensed Financial InformationStatements of Income and Comprehensive Income(All amounts in thousands)F-75 Year ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ General and administrative expenses (490,939) (696,832) (694,847) (101,061)Other operating income — 77,513 36,087 5,249 Loss from operations (490,939) (619,319) (658,760) (95,812)Interest expenses (84,148) (54,665) (57,293) (8,333)Share of results of equity method investees (65,492) (21,319) 1,642 239 Equity income of subsidiaries and VIEs 2,677,396 2,644,958 2,843,198 413,526 Net income 2,036,817 1,949,655 2,128,787 309,620 Other comprehensive income, net of tax of nil: Foreign currency translation adjustments (292,152) 342,348 (7,083) (1,030)Share of comprehensive income/(loss) of subsidiaries 19,525 (22,982) — — Comprehensive income attributable to Vipshop Holdings Limited'sshareholders 1,764,190 2,269,021 2,121,704 308,590 Table of Contents VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information Balance Sheets (All amounts in thousands, except for share and per share data) F-76 As of December 31, 2017 2018 2018 RMB RMB US$ ASSETS Cash and cash equivalents 327,314 212 31 Investment in an equity method investee 46,630 48,292 7,024 Investment in subsidiaries and VIEs 9,093,924 11,937,122 1,736,182 Amount due from subsidiaries and VIEs 8,941,899 9,614,563 1,398,380 TOTAL ASSETS 18,409,767 21,600,189 3,141,617 LIABILITIES AND EQUITY Accrued expenses and other current liabilities 20,345 11,106 1,613 Convertible senior notes 4,094,903 4,327,268 629,375 Total liabilities 4,115,248 4,338,374 630,988 EQUITY Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized,and 114,716,587 and 116,395,883 shares issued and outstanding as ofDecember 31, 2017 and 2018, respectively) 74 75 11 Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized,and 16,510,358 and 16,510,358 shares issued and outstanding as ofDecember 31, 2017 and 2018, respectively) 11 11 2 Additional paid-in capital 8,715,995 9,385,216 1,365,023 Retained earnings 5,602,681 7,907,396 1,150,083 Accumulated other comprehensive loss (24,242) (30,883) (4,490)Total shareholders' equity 14,294,519 17,261,815 2,510,629 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 18,409,767 21,600,189 3,141,617 Table of Contents VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information STATEMENTS OF CASH FLOWS (All amounts in thousands) F-77 Year ended December 31, 2016 2017 2018 2018 RMB RMB RMB US$ Cash flow from operating activities: Net income 2,036,817 1,949,655 2,128,787 309,620 Adjustments to reconcile net income to net cash by operatingactivities: Equity income of subsidiaries and variable interest entities (2,677,396) (2,644,958) (2,843,198) (413,526)Share of results of equity method investees 65,492 21,319 (1,642) (239)Share-based compensation expenses 475,653 667,098 671,210 97,623 Amortization of debt issuance cost 35,824 5,950 — — Changes in operating assets and liabilities: Investment in subsidiaries and VIEs — — 176,370 25,652 Accrued expenses and other current liabilities 23,924 53,870 (10,115) (1,472)Deferred income 35,688 (44,109) — — Net cash (used in) generated from operating activities (3,998) 8,825 121,412 17,658 Cash flows from investing activities: Amounts due from (to) subsidiaries and VIEs 192,523 (5,277,028) (452,366) (65,794)Net cash provided by (used in) investing activities 192,523 (5,277,028) (452,366) (65,794)Cash flows from financing activities: Repurchase of ordinary shares (193,619) — — — Proceeds from issuance of ordinary shares upon exercise of shareoptions 5,747 5,969 3,947 574 Partial redemption of convertible senior notes — (21,697) — — Proceeds from issuance of ordinary shares to new investors — 5,610,337 — — Net cash (used in) provided by financing activities (187,872) 5,594,609 3,947 574 Effect of exchange rate changes on cash and cash equivalents 44 (44) (95) (13)Net increase in cash and cash equivalents 697 326,362 (327,102) (47,575)Cash and cash equivalents at beginning of the period 255 952 327,314 47,606 Cash and cash equivalents at end of the period 952 327,314 212 31 Table of Contents VIPSHOP HOLDINGS LIMITED NOTE TO SCHEDULE I (All amounts in thousands, except for share or per share data) Schedule I has been provided pursuant to the requirement of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financialinformation as to financial position, cash flows and results of operations of a parent company as of the same dates and for the same periods for which auditedconsolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed25 percent of consolidated net assets as of end of the most recently completed fiscal year. As of December 31, 2018, RMB6,637,007 of the restricted capital and reserves are not available for distribution respectively, and as such, the condensedfinancial information of Vipshop Holdings Limited ("Parent Company") has been presented. Relevant PRC laws and regulations also restrict the subsidiariesin PRC, the VIEs and VIEs' subsidiaries from transferring a portion of their net assets to the Company in the form of loans and advances or cash dividends. Nodividends have been paid by the subsidiaries in the PRC of the Company or the VIEs to the Company during the periods presented. Total restricted net assetsof the Group represent net assets of the subsidiaries in the PRC, the VIEs and VIE's subsidiaries. The balance of restricted net assets was RMB6,637,007 as ofDecember 31, 2018. During each of the three years in the period ended December 31, 2018, no cash dividend was declared and paid by the Parent Company. As of December 31, 2018, there were no material contingencies, significant provisions of long-term obligations, and mandatory dividend or redemptionrequirements of redeemable shares or guarantees of the Company, except for those which have been separately disclosed in the Consolidated FinancialStatement, if any. Basis of preparation The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in its consolidatedfinancial statements, except that the Parent Company has used the equity method to account for its investment in its subsidiaries, VIEs and VIEs' subsidiaries.Accordingly, the condensed financial information presented herein represents the financial information of the Parent Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generallyaccepted in the United States of America have been condensed or omitted. The footnote discloses certain supplemental information relating to the operationsof the Company and, as such, these statements should be read in conjunction with the notes to the accompanying Consolidated Financial Statements.F-78Exhibit 4.5 Form of Exclusive Business Cooperation Agreement This Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on in , the People’s Republic of China (“China” or “PRC”): Party A: ; Party B: . Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas, 1. Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services set forthhereunder; 2. Party B is a domestic limited liability company established in China, and is entitled to engage in or propose engaging in online sales businessaccording to PRC laws (“Principal Business”); 3. Party A is willing to provide Party B with exclusive technical, consulting and other services in relation to the Principal Business during the term of thisAgreement utilizing its own advantages in human resources, technology and information, and Party B is willing to accept such services provided byParty A or Party A’s designee(s), each on the terms set forth herein; Now, therefore, through mutual discussion, the Parties have reached the following agreements: 1Services Provided by Party A 1.1Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with complete business support and technical andconsulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement and to the extentpermitted by the currently effective laws of China, which may include all services within the business scope of Party B as may be determinedfrom time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketingconsultancy, system integration, product research and development, and system maintenance. 1 1.2Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A’s prior writtenconsent, during the term of this Agreement, Party B shall not accept any similar consultations and/or services provided by any third party andshall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A mayappoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultationsand/or services under this Agreement. 1.3Service Providing Methodology 1.3.1Party A and Party B agree that during the term of this Agreement, Party B may enter into further technical service agreements orconsulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner,personnel, and fees for the specific technical services and consulting services. 1.3.2To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, Party B may enter into equipment orproperty leases with Party A or any other party designated by Party A which shall permit Party B to use Party A’s relevant equipment orproperty based on the needs of the business of Party B. 2The Calculation and Payment of the Service Fees Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% ofthe net income of Party B, provided that Party A, at its sole discretion, shall have the right to adjust the rate of Service Fees based on the servicesrendered by Party A in that month and the operational needs of Party B through prior written notice. The Service Fees shall be due and payable on amonthly basis; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of PartyB for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income,or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year,Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independentcertified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the net income of Party B for suchfiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A insuch fiscal year. 2 3Intellectual Property Rights and Confidentiality Clauses 3.1Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of orcreated during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technicalsecrets, trade secrets and others. 3.2The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Partiesin connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose anyrelevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than throughthe receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules ofany stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders,investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors,legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of anyconfidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information bysuch Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for anyreason. 3.3The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement. 4Representations and Warranties 4.1Party A hereby represents and warrants as follows: 4.1.1Party A is a wholly foreign owned enterprise legally registered and validly existing in accordance with the laws of China. 4.1.2Party A’s execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party Ahas taken necessary corporate actions and given appropriate authorization and has obtained the consent and approval from third partiesand government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party A. 3 4.1.3This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable in accordance with its terms. 4.2Party B hereby represents and warrants as follows: 4.2.1Party B is a domestic limited liability company legally registered and validly existing in accordance with the laws of China. 4.2.2Party B’s execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party Bhas taken necessary corporate actions and given appropriate authorization and has obtained the consent and approval from third partiesand government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party B. 4.2.3This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it. 5Effectiveness and Term 5.1This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with theprovisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. 5.2The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall bedetermined by Party A, and Party B shall accept such extended term unconditionally. Any extended term of this Agreement shall be furtherextended at Party A’s election. 5.3The Parties agree that this Agreement shall replace the Original Business Cooperation Agreement after this Agreement becomes effective. 6Termination 6.1Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof. 6.2During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate thisAgreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days’ prior writtennotice to Party B at any time. 6.3The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement. 4 7Governing Law and Resolution of Disputes 7.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereundershall be governed by the laws of China. 7.2In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate ingood faith to resolve the dispute. In the event the Parties fail to reach an agreement on the resolution of such a dispute within 30 days after anyParty’s request for resolution of the dispute through negotiations, any Party may submit the relevant dispute to the China InternationalEconomic and Trade Arbitration Commission South China Sub-Commission for arbitration, in accordance with its then-effective arbitrationrules. The arbitration shall be conducted in Guangzhou, and the language used during arbitration shall be Chinese. The arbitration ruling shallbe final and binding on both Parties. 7.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of anydispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under thisAgreement and perform their respective obligations under this Agreement. 8Indemnification Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demandsagainst Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where suchlosses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. 9Notices 9.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall bedetermined as follows: 9.1.1Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on thedate of delivery or refusal at the address specified for notices. 5 9.1.2Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 9.2For the purpose of notices, the addresses of the Parties are as follows: Party A:Address:Attn:Phone:Facsimile: Party B:Address:Attn:Phone:Facsimile: 9.3Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof. 10Assignment 10.1Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party. 10.2Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party Bbut without the consent of Party B. 11Severability In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance withany laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised inany aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish tothe greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible tothe economic effect of those invalid, illegal or unenforceable provisions. 6 12Amendments and Supplements Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have beensigned by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as thisAgreement. 13Language and Counterparts This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there isany conflict between the Chinese version and the English version, the Chinese version shall prevail. [The Remainder of this page is intentionally left blank] 7 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of thedate first above written. Party A: By:Name:Title:Legal Representative Party B: By:Name:Title:Legal Representative  Schedule A The following schedule sets forth other major similar agreements the registrant entered into with each of its consolidated affiliated entities. Otherthan the information set forth below, there is no material difference between such other agreements and this exhibit. Consolidated Affiliated EntitiesExecuting Parties Execution DateGuangzhou Vipshop E-Commerce Co., Ltd.Party A: Vipshop (China) Co., Ltd.Party B: Guangzhou Vipshop E-Commerce Co., Ltd.July 13, 2017Guangzhou Vipshop Information TechnologyCo., Ltd.Party A: Guangzhou Vipshop Computer Service Co., Ltd(currently known as Vipshop (China) Co., Ltd.)Party B: Guangzhou Vipshop Information TechnologyCo., Ltd.October 8, 2011Pin Jun Tong Enterprise Management & ConsultingCo., Ltd.Party A: Vipshop (China) Co., Ltd.Party B: Pin Jun Tong Enterprise Management & ConsultingCo., Ltd.December 15, 2017Shanghai Pinjian E-Commerce Co., Ltd. (currentlyknown as Tianjin Pinjian E-Commerce Co., Ltd.)Party A: Lefeng (Shanghai) Information Technology Go., Ltd.Party B: Shanghai Pinjian E-Commerce Co., Ltd. (currentlyknown as Tianjin Pinjian E-Commerce Co., Ltd.)June 24, 2014 Exhibit 4.6 Form of Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on in the People’sRepublic of China (“China”): Party A: Address: Party B: Party C: Party D: Address: In this Agreement, Party B and Party C shall be collectively referred to as the “Pledgors”; each of Party A, Party B, Party C and Party D shall be referredto as a “Party” respectively, and collectively referred to as the “Parties.” Whereas: 1. Pledgors are citizens of China, and totally hold 100% of the equity interest in Party D. Party D is a limited liability company registered in Guangzhou,China, engaging in technical consulting service. Party D acknowledges the respective rights and obligations of Pledgors and Pledgee under thisAgreement, and intends to provide any necessary assistance in registering the Pledge with the competent governmental authorities; 2. Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party D owned by Pledgors have executed an Exclusive BusinessCooperation Agreement on as set forth in the Attachment 3 of this Agreement (the “Business Cooperation Agreement”); 3. Pledgee and Party B have executed a Loan Agreement on as set forth in the Attachment 5 of this Agreement (the “Loan Agreement”); 4. Pledgee, Pledgors and Party D have executed a Exclusive Option Agreement on (the “Exclusive Option Agreement”); 1 5. Pledgors are all the shareholders of Party D. 6. To ensure that Party D, Pledgors fully performs its or his obligations under the Business Cooperation Agreement, the Loan Agreement and/or theExclusive Option Agreement and pay the consulting and service fees and repay the loan and the accrued interest thereunder to Pledgee when the samebecomes due, Pledgors hereby pledge to Pledgee all of the equity interest they now and in the future hold in Party D (whether or not the percentage of theequity interest is changed in the future) as collateral for payment of the consulting and service fees by Party D under the Business CooperationAgreement and repayment of the loan and the accrued interest by Party B under the Loan Agreement. To perform the provisions of the Business Cooperation Agreement, the Framework Agreement, the Loan Agreement and/or the Exclusive OptionAgreement, the Parties have agreed to execute this Agreement upon the following terms. 1. Definitions Unless otherwise provided herein, the terms below shall have the following meanings: 1.1 Pledge: shall refer to the security interest granted by Pledgors to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to becompensated on a preferential basis with the conversion, auction or sales price of the Equity Interest. 1.2 Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgors in Party D (whether or not thepercentage of the equity interest is changed in the future). 1.3 Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement. 1.4 Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party D and Pledgee on , as such may be amended from time to time. 1.5 Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement. 1.6 Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. 2 2. The Pledge As collaterals for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all ofthe payments due by Party D, including without limitation, the consulting and services fees payable to Pledgee under the Business CooperationAgreement, and the timely and complete repayment when due the loan and the accrued interest under the Loan Agreement by Party B, the Pledgorshereby pledge to Pledgee a first security interest in all of Pledgors’ rights, title and interests, whether now owned or hereafter acquired by Pledgors, inthe Equity Interest of Party D. 3. Term of Pledge 3.1 The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevantadministration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the BusinessCooperation Agreement, the Framework Agreement, the Loan Agreement and the Exclusive Option Agreement have been fulfilled by Party D.Pledgors and Party D shall (1) register the Pledge in the shareholders’ register of Party D within 3 business days following the execution of thisAgreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein within 10business days following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge (including re-registration of the Pledge when the percentage of equity interest the Pledgors hold in Party D), the Parties hereto shall submit to the AIC theEquity Interest Pledge Contract as set forth in the Attachment 4 of this Agreement in the form required by the AIC at the location of Party Dwhich shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC PledgeContract, the parties shall be bound by the provisions of this Agreement. Pledgors and Party D shall submit all necessary documents andcomplete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the EquityInterest shall be registered with the AIC as soon as possible after filing. 3.2 During the Term of Pledge, in the event Party D fails to pay the exclusive consulting or service fees in accordance with the Business CooperationAgreement, or Party B fails to repay and loan and the accrued interest in accordance with the Loan Agreement, Pledgee shall have the right, butnot the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement. 4. Custody of Records for Equity Interest subject to Pledge 4.1 During the Term of Pledge set forth in this Agreement, Pledgors shall deliver to Pledgee’s custody the original capital contribution certificate forthe Equity Interest (the Attachment 2) and the original shareholders’ register containing the Pledge (the Attachment 1) within five (5) workingdays from the execution of this Agreement or from completion of the re-registration of shareholding when percentage of equity interest changed(in that case, Pledgors shall deliver to Pledgee’s custody the updated original capital contribution certificate for the Equity Interest and theupdated original shareholders’ register containing the Pledge as attachment to this Agreement). Pledgee shall have custody of such originaldocuments during the entire Term of Pledge set forth in this Agreement. 3 4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge. 5. Representations and Warranties of Pledgors 5.1 Pledgors are the sole legal and beneficial owners of the Equity Interest. 5.2 Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. 5.3 Upon execution, this Agreement shall constitute the Pledgors’s legal, valid and binding obligations in accordance with the provisions herein. 5.4 Except for the Pledge, Pledgors have not placed any security interest or other encumbrance on the Equity Interest. 5.5 There is no pending disputes or litigation proceeding related to the Equity Interest. 6. Covenants and Further Agreements of Pledgors 6.1 Pledgors hereby covenant to Pledgee, that during the term of this Agreement, Pledgors shall: 6.1.1 not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, ordisposal of the Equity Interest in any other means, without the prior written consent of Pledgee, except for the performance of theExclusive Option Agreement executed by Pledgors, Pledgee and Party D on the execution date of this Agreement; 6.1.2 comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five (5) working days of receipt ofany notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present theaforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendationor submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consentof Pledgee; 4 6.1.3 promptly notify Pledgee of any event or notice received by Pledgors that may have an impact on Pledgee’s rights to the Equity Interestor any portion thereof, as well as any event or notice received by Pledgors that may have an impact on any guarantees and otherobligations of Pledgors arising out of this Agreement. 6.2 Pledgors agree that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted orharmed by Pledgors or any heirs or representatives of Pledgors or any other persons through any legal proceedings. 6.3 To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the BusinessCooperation Agreement and repayment of the loan and the accrued interest under the Loan Agreement, Pledgors hereby undertake to execute ingood faith and to cause other parties who have interests in the Pledge to execute all certificates, agreements, deeds and/or covenants required byPledgee. Pledgors also undertake to perform and to cause other parties who have interests in the Pledge to perform actions required by Pledgee, tofacilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regardingownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgors undertake to provide Pledgeewithin a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee. 6.4 Pledgors hereby undertake to comply with and perform all guarantees, promises, agreements, representations and conditions under thisAgreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgors shallindemnify Pledgee for all losses resulting therefrom. 6.5 Pledgors hereby acknowledge that the transfer of equity interest under the Original Equity Interest Pledge Agreement shall not release the pledgeof such equity interest. 7. Event of Breach 7.1 The following circumstances shall be deemed Event of Default: 7.1.1 Party D fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement or the Framework Agreement,including without limitation failure to pay in full any of the consulting and service fees payable under the Business CooperationAgreement, or breaches any other obligations of Party D thereunder; or Party B fails to fully and timely fulfill any liabilities under theLoan Agreement, including without limitation failure to repay in full any of the loan or the accrued interest repayable under the LoanAgreement, or breaches any other obligations of Party B thereunder; 5 7.1.2 Pledgors or Party D has committed a material breach of any provisions of this Agreement; 7.1.3 The Pledgors and Party D fail to register the Pledge in the shareholders’ register of Party D or fail to complete the Registration of Pledgestipulated in Section 3.1; 7.1.4 Except as expressly stipulated in Section 6.1.1, Pledgors transfer or purport to transfer or abandon the Equity Interest pledged or assignthe Equity Interest pledged without the written consent of Pledgee; and 7.1.5 The successor or custodian of Party D is capable of only partially performing or refuse to perform the payment obligations under theBusiness Cooperation Agreement, or the successor or custodian of Party B is capable of only partially performing or refuse to performthe repayment obligations under the Loan Agreement. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described inSection 7.1, Pledgors shall immediately notify Pledgee in writing accordingly. 7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) working daysafter Pledgee delivers a notice to Pledgors requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgors inwriting at any time thereafter, demanding Pledgors to immediately dispose of the Pledge in accordance with the provisions of Article 8 of thisAgreement. 8. Exercise of Pledge 8.1 Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement and full repayment of the loan andthe accrued interest under the Loan Agreement, without Pledgee’s written consent, Pledgors shall not assign the Pledge or the Equity Interest inParty D. 8.2 Pledgee may issue a Notice of Default to Pledgors when exercising the Pledge. 8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at the time when, or at any time after, the issuanceof the Notice of Default in accordance with Section 8.2. Once Pledgee elects to enforce the Pledge, Pledgors shall cease to be entitled to anyrights or interests associated with the Equity Interest. 6 8.4 In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extentpermitted under applicable PRC laws, Pledgee has no obligation to account to Pledgors for proceeds of disposition of the Equity Interest, andPledgors hereby waive any rights they may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgors shallhave no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged. 8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgors and Party D shall provide necessary assistance to enablePledgee to enforce the Pledge in accordance with this Agreement. 9. Assignment 9.1 Without Pledgee’s prior written consent, Pledgors shall not have the right to assign or delegate its rights and obligations under this Agreement. 9.2 This Agreement shall be binding on Pledgors and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of itssuccessors and assigns. 9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement and the Loan Agreement toits designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if itwere the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement or theLoan Agreement, upon Pledgee’s request, Pledgors shall execute relevant agreements or other documents relating to such assignment. 9.4 In the event of a change in Pledgee due to an assignment, Pledgors shall, at the request of Pledgee, execute a new pledge agreement with the newpledgee on the same terms and conditions as this Agreement, and register for change of the same with the competent AIC. 9.5 Pledgors shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any ofthem, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder andthereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgorswith respect to the Equity Interest pledged hereunder shall not be exercised by Pledgors except in accordance with the written instructions ofPledgee. 10. Termination Upon the full payment of the consulting and service fees under the Business Cooperation Agreement, the full repayment of the loan and the accruedinterest under the Loan Agreement and upon termination of Party B and Party D’s obligations under the Business Cooperation Agreement and the LoanAgreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable. 7 11. Handling Fees and Other Expenses All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any othertaxes and fees, shall be borne by Party D. 12. Confidentiality The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality ofall such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential informationto any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorizeddisclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the courtor other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisorsregarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by theconfidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired byany Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. ThisSection shall survive the termination of this Agreement for any reason. 13. Governing Law and Resolution of Disputes 13.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereundershall be governed by the laws of China. 13.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute throughfriendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic andTrade Arbitration Commission South China Sub-Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall beconducted in Guangzhou, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties. 13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of anydispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreementand perform their respective obligations under this Agreement. 8 14. Notices 14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. Aconfirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shallbe determined as follows: 14.2 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date ofdelivery or refusal at the address specified for notices. 14.3 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 14.4 For the purpose of notices, the addresses of the Parties are as follows: Party A:Address:Attn:Phone:Facsimile: Party B:Address:Phone: Party C:Address:Phone: Party D:Address:Attn:Phone:Facsimile: 14.5 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 9 15. Severability In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with anylaws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in anyrespect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to thegreatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to theeconomic effect of those invalid, illegal or unenforceable provisions. 16. Attachments The attachments set forth herein shall be an integral part of this Agreement. 17. Effectiveness 17.1 Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of thegovernmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. 17.2 The Parties agree that this Agreement shall replace the Original Equity Interest Pledge Agreement after this Agreement becomes effective. 17.3 This Agreement is written in Chinese and English in four copies. Each Party shall hold one copy respectively. Each copy of this Agreement shallhave equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail. [The Remainder of this page is intentionally left blank] 10 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date firstabove written. Party A: By:Name:Title:Legal Representative  IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date firstabove written. Party B: Party C:  IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date firstabove written. Party D: By:Name:Title:Legal Representative  Attachments: 1. Shareholders’ Register of ; 2. The Capital Contribution Certificate for ; 3. Exclusive Business Cooperation Agreement; 4. Equity Interest Pledge Contract; 5. Loan Agreement.  Schedule A The following schedule sets forth other major similar agreements the registrant entered into with each of its consolidated affiliated entities and itsshareholders. Other than the information set forth below, there is no material difference between such other agreements and this exhibit. Consolidated Affiliated Entities Executing Parties Execution DateGuangzhou Vipshop E-Commerce Co., Ltd.Party A: Vipshop (China) Co., Ltd.Party B: Eric Ya ShenParty C: Arthur Xiaobo HongParty D: Guangzhou Vipshop E-Commerce Co., Ltd.July 13, 2017Guangzhou Vipshop Information TechnologyCo., Ltd.Party A: Vipshop (China) Co., Ltd.Party B: Eric Ya ShenParty C: Arthur Xiaobo HongParty D: Guangzhou Vipshop Information Technology Co., Ltd.December 23, 2015Pin Jun Tong Enterprise Management &Consulting Co., Ltd.Party A: Vipshop (China) Co., Ltd.Party B: Eric Ya ShenParty C: Arthur Xiaobo HongParty D: Vipshop (China) Co., Ltd.Party D: Pin Jun Tong Enterprise Management & Consulting Co., Ltd.December 15, 2017Shanghai Pinjian E-Commerce Co., Ltd.(currently known as Tianjin Pinjian E-Commerce Co., Ltd.)Party A: Lefeng (Shanghai) Information Technology Co., Ltd.Party B: Eric Ya ShenParty C: Zhihui YuParty D: Shanghai Pinjian E-Commerce Co., Ltd. (currently known as TianjinPinjian E-Commerce Co., Ltd.)June 24, 2014 Exhibit 4.7 Form of Exclusive Option Agreement This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of , in , the People’s Republic ofChina (“China”): Party A:; Party B:; Party C:; Party D:. In this Agreement, Party A and Party B shall be collectively referred to as the “Shareholders”; each of Party A, Party B, Party C and Party D shall bereferred to as a “Party” respectively, and collectively referred to as the “Parties.” Whereas: 1. The Shareholders collectively hold 100% of the equity interest in Party D; 2. The Shareholders jointly and severally agree to grant Party C an exclusive right through this Agreement, and Party C agrees to accept suchexclusive right to purchase all or part equity interest held by the Shareholders in Party D; 3. Party C is a wholly foreign-owned enterprise registered in China. 1 4. In consideration of the entering into and the performance by Party C of the Business Cooperation Agreement and to ensure that Party D shouldperform its obligations under the Business Cooperation Agreement upon mutual discussion and negotiation, the Parties have reached thefollowing agreement: 1. Sale and Purchase of Equity Interest 1.1 Option Granted The Shareholders hereby, jointly and severally, irrevocably grant Party C an irrevocable and exclusive right to purchase, or designate one ormore persons (each, a “Designee”) to purchase the equity interests in Party D now or then held by the Shareholders (regardless whether theShareholders’ capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in partor in whole at Party C’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein(such right being the “Equity Interest Purchase Option”). Except for Party C and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of the Shareholders. Party D hereby agrees to the grant by theShareholders of the Equity Interest Purchase Option to Party C. The term “person” as used herein shall refer to individuals, corporations,partnerships, partners, enterprises, trusts or any other type of economic entity. 1.2 Steps for Exercise of Equity Interest Purchase Option Subject to the provisions of the laws and regulations of China, Party C may exercise the Equity Interest Purchase Option by issuing a writtennotice to the Shareholders (the “Equity Interest Purchase Option Notice”), specifying: (a) Party C’s decision to exercise the Equity InterestPurchase Option; (b) the portion of equity interests to be purchased from the Shareholders (the “Optioned Interests”); and (c) the date forpurchasing the Optioned Interests. 1.3 Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If appraisal is required by the laws of China at the time whenParty C exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessaryadjustment to the Equity Interest Purchase Price so that it should be the lowest price permissible under the then applicable laws of China(collectively, the “Equity Interest Purchase Price”). 2 1.4 Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 The Shareholders shall cause Party D to promptly convene a shareholders meeting, at which a resolution shall be adopted approving theShareholders’ transfer of the Optioned Interests to Party C and/or the Designee(s); 1.4.2 Each of the Shareholders shall make written statements regarding his/her consent to the transfer of the equity interest to Party C and/orthe Designee(s) and waiving any right of first refusal related thereto. 1.4.3 The Shareholders shall execute a share transfer contract with respect to each transfer with Party C and/or each Designee (whichever isapplicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the OptionedInterests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses andpermits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party C and/or the Designee(s),unencumbered by any security interests, and cause Party C and/or the Designee(s) to become the registered owner(s) of the OptionedInterests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rightsor interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements,but shall be deemed to exclude any security interest created by this Agreement and the Shareholders’ Equity Interest Pledge Agreement.“The Shareholders’ Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity InterestPledge Agreement executed by and among Party C, the Shareholders and Party D on the date of this Agreement, whereby theShareholders pledge all of their equity interests in Party D to Party C, in order to guarantee Party D’s performance of its obligationsunder the Exclusive Business Cooperation Agreement executed by and between Party D and Party C on . 2. Covenants 2.1 Covenants regarding Party D The Shareholders (as the shareholders of Party D) and Party D hereby covenant as follows: 2.1.1 Without the prior written consent of Party C, they shall not in any manner supplement, change or amend the articles of association andbylaws of Party D, increase or decrease its registered capital, or change its structure of registered capital in other manners; 3 2.1.2 They shall maintain Party D’s corporate existence in accordance with good financial and business standards and practices by prudentlyand effectively operating its business and handling its affairs; 2.1.3 Without the prior written consent of Party C, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of inany manner any assets of Party D or legal or beneficial interest in the business or revenues of Party D, or allow the encumbrance thereonof any security interest; 2.1.4 Without the prior written consent of Party C, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for(i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party C for which Party C’swritten consent has been obtained; 2.1.5 They shall always operate all of Party D’s businesses during the ordinary course of business to maintain the asset value of Party D andrefrain from any action/omission that may affect Party D’s operating status and asset value; 2.1.6 Without the prior written consent of Party C, they shall not cause Party D to execute any major contract, except the contracts in theordinary course of business (for purpose of this subsection, a contract with a value exceeding RMB 100,000 shall be deemed a majorcontract); 2.1.7 Without the prior written consent of Party C, they shall not cause Party D to provide any person with any loan or credit; 2.1.8 They shall provide Party C with information on Party D’s business operations and financial condition at Party C’s request; 2.1.9 If requested by Party C, they shall procure and maintain insurance in respect of Party D’s assets and business from an insurance carrieracceptable to Party C, at an amount and type of coverage typical for companies that operate similar businesses; 2.1.10 Without the prior written consent of Party C, they shall not cause or permit Party D to merge, consolidate with, acquire or invest in anyperson; 2.1.11 They shall immediately notify Party C of the occurrence or possible occurrence of any litigation, arbitration or administrativeproceedings relating to Party D’s assets, business or revenue; 4 2.1.12 To maintain the ownership by Party D of all of its assets, they shall execute all necessary or appropriate documents, take all necessary orappropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 2.1.13 Without the prior written consent of Party C, they shall ensure that Party D shall not in any manner distribute dividends to itsshareholders, provided that upon Party C’s written request, Party D shall immediately distribute any or all distributable profits to itsshareholders; and 2.1.14 At the request of Party C, they shall appoint any persons designated by Party C as the director and/or executive director of Party D. 2.2 Covenants of the Shareholders and Party D The Shareholders hereby covenants as follows: 2.2.1 Without the prior written consent of Party C, the Shareholders shall not sell, transfer, mortgage or dispose of in any other manner anylegal or beneficial interest in the equity interests in Party D held by the Shareholders, or allow the encumbrance thereon of any securityinterest, except for the pledge placed on these equity interests in accordance with the Shareholders’ Equity Interest Pledge Agreement; 2.2.2 The Shareholders shall cause the shareholders’ meeting and/or the board of directors and/or executive director of Party D not to approvethe sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party D held bythe Shareholders, or allow the encumbrance thereon of any security interest, without the prior written consent of Party C, except for thepledge placed on these equity interests in accordance with the Shareholders’ Equity Interest Pledge Agreement; 2.2.3 The Shareholders shall cause the shareholders’ meeting or the board of directors and/or executive director of Party D not to approve themerger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party C; 2.2.4 The Shareholders shall immediately notify Party C of the occurrence or possible occurrence of any litigation, arbitration oradministrative proceedings relating to the equity interests in Party D held by the Shareholders; 2.2.5 The Shareholders shall cause the shareholders’ meeting or the board of directors and/or executive director of Party D to vote theirapproval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may berequested by Party C; 5 2.2.6 To the extent necessary to maintain the Shareholders’ ownership in Party D, the Shareholders shall execute all necessary or appropriatedocuments, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriatedefenses against all claims; 2.2.7 The Shareholders shall appoint any designee of Party C as the director and/or executive director of Party D, at the request of Party C; 2.2.8 At the request of Party C at any time, the Shareholders shall promptly and unconditionally transfer their equity interests in Party D toParty C’s Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and the Shareholders hereby waivetheir rights of first refusal (if any) to the share transfer by the other existing shareholder of Party D (if any); and 2.2.9 The Shareholders shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by andamong the Shareholders, Party D and Party C, perform the obligations hereunder and thereunder, and refrain from any action/omissionthat may affect the effectiveness and enforceability thereof. To the extent that the Shareholders have any remaining rights with respect tothe equity interests subject to this Agreement hereunder or under the Shareholders’ Equity Interest Pledge Agreement or under thePower of Attorney granted in favor of Party C, the Shareholders shall not exercise such rights except in accordance with the writteninstructions of Party C. 3. Representations and Warranties The Shareholders and Party D hereby represent and warrant to Party D, jointly and severally, as of the date of this Agreement and each date of transfer ofthe Optioned Interests, that: 3.1 They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are a Party concerning theOptioned Interests to be transferred thereunder (each, a “Transfer Contracts”), and to perform their obligations under this Agreement and anyTransfer Contracts. The Shareholders and Party D agree to enter into Transfer Contracts consistent with the terms of this Agreement upon PartyC’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which each of Shareholders and Party D are aParty constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with theprovisions thereof; 6 3.2 The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shallnot: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizationaldocuments of Party D; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, orconstitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of anycondition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension orrevocation of or imposition of additional conditions to any licenses or permits issued to either of them; 3.3 The Shareholders have good and merchantable title to the equity interests in Party D they hold. Except for the Shareholders’ Equity InterestPledge Agreement, the Shareholders have not placed any security interest on such equity interests; 3.4 Party D has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; 3.5 Party D does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party C forwhich Party C’s written consent has been obtained; 3.6 Party D has complied with all laws and regulations of China applicable to asset acquisitions; and 3.7 There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party D, assets of PartyD or Party D. 4. Effective Date 4.1 This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed for an additionalperiod at Party D’s election and decision. Any extended term of this Agreement shall be further extended at Party D’s election. 5. Governing Law and Resolution of Disputes 5.1 Governing Law The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereundershall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publiclyavailable laws of China shall be governed by international legal principles and practices. 7 5.2 Methods of Resolution of Disputes In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute throughfriendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the otherParties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic andTrade Arbitration Commission South China Sub-Commission for arbitration, in accordance with its then effective arbitration rules. Thearbitration shall be conducted in Guangzhou, and the language used in arbitration shall be Chinese. The arbitration award shall be final andbinding on all Parties. 6. Taxes and Fees Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of Chinain connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactionscontemplated under this Agreement and the Transfer Contracts. 7. Notices 7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall bedetermined as follows: 7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on thedate of delivery or refusal at the address specified for notices. 7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of transmission). 7.2 For the purpose of notices, the addresses of the Parties are as follows: Party A:Address:Phone: Party B:Address:Phone: 8 Party C:Address:Attn:Phone:Facsimile: Party D:Address:Attn:Phone:Facsimile: 7.3 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. 8. Confidentiality The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. EachParty shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose anyrelevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided thatthis is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of anystock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplatedhereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section. Disclosure of anyconfidential information by the staff members or agency hired by any Party shall be deemed disclosure of such confidential information by such Party,which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 9. Further Warranties The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposesof this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of thisAgreement. 9 10. Miscellaneous 10.1 Amendment, change and supplement Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties. 10.2 Entire agreement Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitutethe entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral andwritten consultations, representations and contracts reached with respect to the subject matter of this Agreement. 10.3 Headings The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of theprovisions of this Agreement. 10.4 Language This Agreement is written in both Chinese and English language in four copies, each Party having one copy with equal legal validity; in casethere is any conflict between the Chinese version and the English version, the Chinese version shall prevail. 10.5 Severability In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 10.6 Successors/Transferees This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of suchParties. Notwithstanding another other provisions under this Agreement to the contrary, Shareholders and Party D shall not transfer their rights andobligations hereunder to any other third parties unless Party C has given prior written consent. 10 Shareholders and Party D hereby agree that Party C has the right to transfer its rights and obligation hereunder to any third party at Party C’ssole discretion. Party C will notify other Parties hereto of such transfer and the transfer is not subject to any consents from other Parties. 10.7 Survival 10.7.1 Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shallsurvive the expiration or early termination thereof. 10.7.2 The provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the termination of this Agreement. 10.8 Waivers Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require thesignatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver bysuch a Party with respect to any similar breach in other circumstances. [The Remainder of this page is intentionally left blank] 11 IN WITNESS WHEREOF, the Parties have executed, or caused their respective duly authorized representatives to execute, this Exclusive Option Agreementas of the date first above written. Party A: Party B:  IN WITNESS WHEREOF, the Parties have executed, or caused their respective duly authorized representatives to execute, this Exclusive Option Agreementas of the date first above written. Party C: By:Name:Title:Legal Representative Party D: By:Name:Title:Legal Representative  Schedule A The following schedule sets forth other major similar agreements the registrant entered into with each of its consolidated affiliated entities and itsshareholders. Other than the information set forth below, there is no material difference between such other agreements and this exhibit. Consolidated Affiliated Entities Executing Parties Execution DateGuangzhou Vipshop E-Commerce Co., Ltd.Party A: Eric Ya ShenParty B: Arthur Xiaobo HongParty C: Vipshop (China) Co., Ltd.Party D: Guangzhou Vipshop E-Commerce Co., Ltd.July 13, 2017Guangzhou Vipshop Information Technology Co., Ltd.Party A: Eric Ya ShenParty B: Arthur Xiaobo HongParty C: Vipshop (China) Co., Ltd.Party D: Guangzhou Vipshop Information Technology Co., Ltd.December 23, 2015Pin Jun Tong Enterprise Management & Consulting Co., Ltd.Party A: Eric Ya ShenParty B: Arthur Xiaobo HongParty C: Vipshop (China) Co., Ltd.Party D: Pin Jun Tong Enterprise Management & Consulting Co., Ltd.December 15, 2017Shanghai Pinjian E-Commerce Co., Ltd. (currently known asTianjin Pinjian E-Commerce Co., Ltd.)Party A: Eric Ya ShenParty B: Zhihui YuParty C: Lefeng (Shanghai) Information Technology Co., Ltd.Party D: Shanghai Pinjian E-Commerce Co., Ltd. (currently known asTianjin Pinjian E-Commerce Co., Ltd.)June 24, 2014 Exhibit 4.8 Form of Power of Attorney I, , a Chinese citizen with Chinese Identification Card No.: , and a holder of % of the entire registered capital in (“My Shareholding”), hereby irrevocably authorize (the “WFOE”) to exercise thefollowing rights relating to My Shareholding during the term of this Power of Attorney: The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding,including without limitation to: 1) attend shareholders’ meetings of ; 2) exercise all the shareholder’s rights and shareholder’s voting rights I amentitled to under the laws of China and ’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of MyShareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the executive director and/or director, supervisor,the chief executive officer and other senior management members of . Without limiting the generality of the powers granted hereunder, the WFOE shall have the power and authority under this Power of Attorney to executethe Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the SharePledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party. All the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to MyShareholding executed by the WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by the WFOE. The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and withoutgiving prior notice to me or obtaining my consent. This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power ofAttorney, so long as I am a shareholder of . During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOEthrough this Power of Attorney, and shall not exercise such rights by myself. This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, theChinese version shall prevail. By: Witness:Name:  Schedule A The following schedule sets forth other major similar powers of attorney executed by shareholders of the registrant’s consolidated affiliated entities.Other than the information set forth below, there is no material difference between such other powers of attorney and this exhibit. Consolidated Affiliated EntitiesExecuting PartiesExecution DateGuangzhou Vipshop E-Commerce Co., Ltd.Eric Ya ShenJuly 13, 2017Arthur Xiaobo HongJuly 13, 2017Guangzhou Vipshop Information Technology Co., Ltd.Eric Ya ShenDecember 23, 2015Arthur Xiaobo HongDecember 23, 2015Pin Jun Tong Enterprise Management & Consulting Co., Ltd.Eric Ya ShenDecember 15, 2017Arthur Xiaobo HongDecember 15, 2017Shanghai Pinjian E-Commerce Co., Ltd. (currently known asTianjin Pinjian E-Commerce Co., Ltd.)Eric Ya ShenJune 24, 2014Zhihui YuJune 24, 2014 Exhibit 4.9 Form of Loan Agreement This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of_________ in _________, the People’sRepublic of China (“China” or the “PRC”): (1) _________ (the “Lender”), a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at _________; (2) _________ (the “Borrower”), a citizen of China with Chinese Identification No.: _________. The Lender and the Borrower shall each be hereinafter referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties.” Whereas: 1. As of the date hereof, the Borrower holds _________% of equity interests in _________ (the “Borrower Company”). All of the equity interest nowheld and hereafter acquired by the Borrower in the Borrower Company shall be referred to as the “Borrower Equity Interest;” 2. The Lender confirms that it agrees to provide the Borrower with a loan to be used in this Agreement. The Borrower confirms that he/she has received aloan equaling RMB_________ to be used for the purposes set forth under this Agreement. After friendly consultation, the Parties agree as follows: 1 Loan 1.1 In accordance with the terms and conditions of this Agreement, the Lender agrees to provide to the Borrower a loan in the amount ofRMB_________ (the “Loan”). During the term of this Agreement, the Lender shall within one (1) month after execution of this Agreementprovide the Loan to the Borrower. The term of the Loan shall be long term. During the term of the Loan, the Borrower shall immediately repay thefull amount of the Loan in the event that any of the following circumstances occur: 1.1.1 30 days elapse after the Borrower receives a written notice from the Lender requesting repayment of the Loan; 1.1.2 The Borrower’s death, lack, or limitation of civil capacity; 1.1.3 The Borrower ceases (for any reason) to be a shareholder of the Borrower Company or its affiliates, or the Borrower ceases to be anemployee of the Lender, the Borrower Company or their affiliates; 1.1.4 The Borrower engages in or is involved in criminal activities; 1.1.5 According to the applicable laws of China, foreign investors are permitted to invest in the principle business that is currently conductedby the Borrower Company in China with a controlling stake and/or in the form of wholly foreign-owned enterprises, the relevantcompetent authorities of China begin to approve such investments, and the Lender exercises the exclusive option under the ExclusiveOption Agreement (including its amendments from time to time, the “Exclusive Option Agreement”) described in this Agreement. 1 1.2 The Loan provided by the Lender under this Agreement shall inure to the Borrower’s benefit only and not to the Borrower’s successor(s) orassign(s). 1.3 The Borrower agrees to accept the aforementioned Loan provided by the Lender, and hereby agrees and warrants using the Loan solely for thecontribution or increase of the registered capital of the Borrower Company, or for the working capital of the Borrower Company. Without theLender’s prior written consent, the Borrower shall not use the Loan for any purpose other than as set forth herein. 1.4 The Lender and the Borrower hereby agree and acknowledge that the Borrower’s method of repayment shall be at the sole discretion of theLender, and shall at the Lender’s option take the form of the Borrower’s transferring the Borrower Equity Interest in whole to the Lender or theLender’s designated persons (legal or natural persons) pursuant to the Lender’s exercise of its right to acquire the Borrower Equity Interest underthe Exclusive Option Agreement, and any proceeds from the transfer of the Borrower Equity Interest (to the extent permissible) shall be used bythe Borrower to repay the Loan to the Lender, in accordance with this Agreement and in the manner designated by the Lender. 1.5 The Lender and the Borrower hereby agree and acknowledge that to the extent permitted by the applicable laws, the Lender shall have the rightbut not the obligation to purchase or designate other persons (legal or natural persons) to purchase the Borrower Equity Interest in part or inwhole at any time, at the price stipulated in the Exclusive Option Agreement. 1.6 The Borrower also undertakes to execute an irrevocable Power of Attorney (including its amendments from time to time, the “Power ofAttorney”), which authorizes the Lender or a legal or natural person designated by the Lender to exercise all of the Borrower’s rights as ashareholder of the Borrower Company. 1.7 When the Borrower transfers the Borrower Equity Interest to the Lender or the Lender’s designated person(s), in the event that the transfer price ofsuch equity interest is equal to or lower than the principal of the Loan under this Agreement, the Loan under this Agreement shall be deemed aninterest-free loan. In the event that the transfer price of such equity interest exceeds the principal of the Loan under this Agreement, the excessover the principal shall be deemed the interest of the Loan under this Agreement payable by the Borrower to the Lender. 2 2 Representations and Warranties 2.1 Between the date of this Agreement and the date of termination of this Agreement, the Lender hereby makes the following representations andwarranties to the Borrower: 2.1.1 The Lender is a corporation duly organized and legally existing in accordance with the laws of China; 2.1.2 The Lender has the legal capacity to execute and perform this Agreement. The execution and performance by the Lender of thisAgreement is consistent with the Lender’s scope of business and the provisions of the Lender’s corporate bylaws and otherorganizational documents, and the Lender has obtained all necessary and proper approvals and authorizations for the execution andperformance of this Agreement; and 2.1.3 This Agreement constitutes the Lender’s legal, valid, and binding obligations enforceable in accordance with its terms. 2.2 Between the date of this Agreement and the date of termination of this Agreement, the Borrower hereby makes the following representations andwarranties: 2.2.1 The Borrower has the legal capacity to execute and perform this Agreement. The Borrower has obtained all necessary and properapprovals and authorizations for the execution and performance of this Agreement; 2.2.2 This Agreement constitutes the Borrower’s legal, valid, and binding obligations enforceable in accordance with its terms; and 2.2.3 There are no disputes, litigations, arbitrations, administrative proceedings, or any other legal proceedings relating to the Borrower, norare there any potential disputes, litigations, arbitrations, administrative proceedings, or any other legal proceedings relating to theBorrower. 3 3 Borrower’s Covenants 3.1 As and when he/she becomes, and for so long as he/she remains a shareholder of the Borrower Company, the Borrower irrevocably covenants thatduring the term of this Agreement, the Borrower shall cause the Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (including itsamendments from time to time, the “Exclusive Business Cooperation Agreement”) and the Exclusive Purchase Framework Agreement(including its amendments from time to time, the “Framework Agreement”) to which the Borrower Company is a party, and to refrainfrom any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement, the ExclusiveBusiness Cooperation Agreement and the Framework Agreement. 3.1.2 at the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements on business cooperation with theLender (or a party designated by the Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide the Lender with all of the information on the Borrower Company’s business operations and financial condition at theLender’s request; 3.1.4 to immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedingsrelating to the Borrower Company’s assets, business, or income; 3.1.5 at the request of the Lender, to appoint any persons designated by the Lender as directors of the Borrower Company; 3.2 the Borrower covenants that during the term of this Agreement, he/she shall: 3.2.1 endeavor to keep the Borrower Company engaged in its principle businesses and to keep the specific business scope of its businesslicense; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (including its amendments fromtime to time, the “Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, performhis/her obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive OptionAgreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power ofAttorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in the Borrower Equity Interest, or allow theencumbrance thereon of any security interest, except in accordance with the Equity Interest Pledge Agreement; 4 3.2.4 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not approve the sale, transfer, mortgage ordisposition in any other manner of any legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance thereon ofany security interest, except to the Lender or the Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company to not approve the merger or consolidation ofthe Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of theLender; 3.2.6 immediately notify the Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedingsrelating to the Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his/her ownership of the Borrower Equity Interest, execute all necessary or appropriate documents,take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenseagainst all claims; 3.2.8 without the prior written consent of the Lender, refrain from any action/omission that may have a material impact on the assets, businessand liabilities of the Borrower Company; 3.2.9 appoint any designee of the Lender as director of the Borrower Company, at the request of the Lender; 3.2.10 to the extent permitted by the laws of China, at the request of the Lender at any time, promptly and unconditionally transfer all of theBorrower Equity Interest to the Lender or the Lender’s designated representative(s) at any time, and cause the other shareholders of theBorrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of the Lender at any time, cause the other shareholders of the BorrowerCompany to promptly and unconditionally transfer all of their equity interests to the Lender or the Lender’s designatedrepresentative(s) at any time, and the Borrower hereby waives his/her right of first refusal (if any) with respect to the share transferdescribed in this Section; 3.2.12 in the event that the Lender purchases the Borrower Equity Interest from the Borrower in accordance with the provisions of theExclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to the Lender; and 3.2.13 without the prior written consent of the Lender, not cause the Borrower Company to supplement, change, or amend its articles ofassociation in any manner, increase or decrease its registered capital or change its share capital structure in any manner. 5 4 Liability for Default 4.1 If the Borrower conducts any material breach of any term of this Agreement, the Lender shall have the right to terminate this Agreement andrequire the Borrower to compensate all damages; this Section 4.1 shall not prejudice any other rights of the Lender herein. 4.2 The Borrower shall not terminate this Agreement in any event unless otherwise required by the applicable laws. 4.3 In the event that the Borrower fails to perform the repayment obligations set forth in this Agreement, the Borrower shall pay an overdue interestof 0.01% per day for the outstanding payment, until the day the Borrower repays the full principal of the Loan, overdue interests and otherpayable amounts. 5 Notices 5.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent byregistered mail, prepaid postage, commercial courier service or by facsimile transmission to the address of such Party set forth below. Aconfirmation copy of each notice shall also be sent by email. The dates on such notices shall be deemed to have been effectively given shall bedetermined as follows: 5.1.1 Notices given by personal delivery, courier service, registered mail or prepaid postage, shall be deemed effectively given on the date ofdelivery. 5.2.1 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by anautomatically generated confirmation of the transmission). 5.2 For the purpose of notices, the addresses of the Parties are as follows: Lender:Address:Attn:Phone: Borrower:Address:Phone: 5.3 Any Party may at any time change its address for notices by having a notice delivered to the other Party in accordance with the terms hereof. 6 6 Confidentiality The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties inconnection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain theconfidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevantconfidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receivingParty’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange,or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legalcounsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels orfinancial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential informationby the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Partyand such Party shall be held liable for breach of this Agreement. 7 Governing Law and Resolution of Disputes 7.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes shall begoverned by the laws of China. 7.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute throughfriendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the otherParty for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the South China International Economicand Trade Arbitration Commission for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted inGuangzhou. The arbitration award shall be final and binding on all Parties. 7.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of anydispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreementand perform their respective obligations under this Agreement. 7 8 Miscellaneous 8.1 This Agreement should become effective upon execution by the Parties, and shall expire upon the date of full performance by the Parties of theirrespective obligations under this Agreement. 8.2 This Agreement shall be written in both Chinese and English language in two copies, each Party having one copy. In case of any conflictsbetween the Chinese version and the English Version, the Chinese version shall prevail. 8.3 This Agreement may be amended or supplemented through written agreement by and between the Lender and the Borrower. Such writtenamendment agreement and/or supplementary agreement executed by and between the Lender and the Borrower are an integral part of thisAgreement, and shall have the same legal validity as this Agreement. 8.4 In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordancewith any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected orcompromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law the intentions of the Parties, and the economic effect of such effectiveprovisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 8.5 The attachments (if any) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement. 8.6 Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survivethe expiration or early termination thereof. The provisions of Sections 4, 6, 7 and this Section 8.6 shall survive the termination of this Agreement. 8 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Loan Agreement as of the date firs above written. Lender: By:Name:Title:Legal Representative Borrower: By:  Schedule A The following schedule sets forth other major similar agreements the registrant entered into with each of its consolidated affiliated entities and itsshareholders. Other than the information set forth below, there is no material difference between such other agreements and this exhibit. Consolidated Affiliated EntitiesExecuting Parties Execution DateAmountGuangzhou Vipshop E-Commerce Co., Ltd.Party A: Vipshop (China) Co., Ltd.July 13, 2017RMB140,000,000Party B: Eric Ya ShenParty A: Vipshop (China) Co., Ltd.July 13, 2017RMB70,000,000Party B: Arthur Xiaobo HongGuangzhou Vipshop Information Technology Co., Ltd.Party A: Vipshop (China) Co., Ltd.December 22, 2015RMB550,000,000Party B: Eric Ya ShenPin Jun Tong Enterprise Management & ConsultingCo., Ltd.Party A: Vipshop (China) Co., Ltd.December 15, 2017RMB650,000,000Party B: Eric Ya ShenParty A: Vipshop (China) Co., Ltd.December 15, 2017RMB350,000,000Party B: Arthur Xiaobo HongShanghai Pinjian E-Commerce Co., Ltd. (currentlyknown as Tianjin Pinjian E-Commerce Co., Ltd.)Party A: Lefeng (Shanghai) InformationTechnology Co., Ltd.June 24, 2014RMB3,750,000Party B: Eric Ya ShenParty A: Lefeng (Shanghai) InformationTechnology Co., Ltd.June 24, 2014RMB1,250,000Party B: Zhihui Yu Exhibit 8.1 Vipshop Holdings LimitedList of Significant Consolidated Entities NameJurisdiction of Incorporation Significant Subsidiaries:Vipshop International Holdings LimitedHong KongVipshop (China) Co., Ltd.PRCVipshop (Zhaoqing) E-Commerce Co., Ltd.PRCVipshop (Jianyang) E-Commerce Co., Ltd.PRCVipshop (Kunshan) E-Commerce Co., Ltd.PRCVipshop (Tianjin) E-Commerce Co., Ltd.PRCGuangzhou Pinwei Software Co., Ltd.PRCVipshop (Zhuhai) E-Commerce Co., Ltd.PRCVipshop (Hubei) E-Commerce Co., Ltd.PRCChongqing Vipshop E-Commerce Co., Ltd.PRCShanghai Pinzhong Commercial Factoring Co., Ltd.PRC Significant Consolidated Affiliated Entities:Guangzhou Vipshop E-Commerce Technology Co., Ltd.PRC * Other consolidated affiliated entities of Vipshop Holdings Limited have been omitted from this list since, considered in the aggregate as a single entity,they would not constitute a significant subsidiary as of December 31, 2018. EXHIBIT 12.1 Certification by the Chief Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;and 5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlover financial reporting. Date: April 18, 2019 By:/s/ Eric Ya ShenName:Eric Ya ShenTitle:Chief Executive Officer EXHIBIT 12.2 Certification by the Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;and 5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlover financial reporting. Date: April 18, 2019 By:/s/ Donghao YangName:Donghao YangTitle:Chief Financial Officer EXHIBIT 13.1 Certification by the Chief Executive OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Vipshop Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2018 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Ya Shen, Chief Executive Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. Date: April 18, 2019 By:/s/ Eric Ya ShenName:Eric Ya ShenTitle:Chief Executive Officer EXHIBIT 13.2 Certification by the Chief Financial OfficerPursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Vipshop Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2018 asfiled with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donghao Yang, Chief Financial Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. Date: April 18, 2019 By:/s/ Donghao YangName:Donghao YangTitle:Chief Financial Officer EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements (No. 333-181559, No. 333-199515, and No. 333-222218) on Form S-8 ofour reports dated April 18, 2019, relating to (1) the consolidated financial statements and the financial statement schedule of Vipshop Holdings Limited (the“Company”), its subsidiaries, its consolidated variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively, the “Group”) (which report expresses anunqualified opinion and includes an explanatory paragraph regarding the translation of Renminbi amounts into U.S. dollars for the convenience of thereaders), and (2) the effectiveness of the Group’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Company forthe year ended December 31, 2018. /s/ Deloitte Touche TohmatsuDeloitte Touche TohmatsuCertified Public AccountantsHong KongApril 18, 2019 EXHIBIT 15.2 HAN KUN LAW OFFICESSuite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. ChinaTEL: (86 10) 8525-5500 ; FAX: (86 10) 852 5-5511/ 5522 Date: April 18, 2019 VIPSHOP HOLDINGS LIMITEDNo. 20 Huahai Street,Liwan District, Guangzhou 510370People’s Republic of China Dear Sir/Madam: We hereby consent to the reference to our firm in Vipshop Holdings Limited’s annual report on Form 20-F for the fiscal year ended December 31, 2018, whichwill be filed by Vipshop Holdings Limited on April 18, 2019 with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of theSecurities Exchange Act of 1934, and further consent to the incorporation by reference of the summaries of our opinions that appear in the annual report onForm 20-F into the Registration Statements (No. 333-181559, No. 333-199515, and 333-222218) on Form S-8. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Actof 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder. Yours Sincerely, /s/ HAN KUN LAW OFFICESHAN KUN LAW OFFICES EXHIBIT 15.3 Office: +852 2801 6066Mobile:+852 9718 8740Email:rthorp@tta.lawyer Vipshop Holdings LimitedNo. 20 Huahai Street,Liwan District, Guangzhou 510370People’s Republic of China 18 April 2019 Dear Sirs Re: Vipshop Holdings Limited We consent to the reference to our firm under the heading “Item 10.E. Additional Information — Taxation” on Form 20-F for the year ended 31December 2018, which will be filed with the Securities and Exchange Commission in the month of April 2019, and further consent to the incorporation byreference of the summary of our opinion that appear in the annual report on Form 20-F into the registration statements of Vipshop Holdings Limited (FileNo. 333-181559, File No. 333-199515 and File No. 333-222218) on Form S-8. Yours faithfully /s/ TRAVERS THORP ALBERGATRAVERS THORP ALBERGA 

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