6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number: 001-35454

Vipshop Holdings Limited

VipshopHeadquarters, 128 Dingxin Road

Haizhu District, Guangzhou 510220

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release – Vipshop Reports Unaudited Fourth Quarter and Full Year 2021 Financial Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Vipshop Holdings Limited
By	:	/s/ David Cui
---	---	---
Name:	:	David Cui
Title:	:	Chief Financial Officer

Date: February 23, 2022

EX-99.1

Exhibit 99.1

Vipshop Reports Unaudited Fourth Quarter and Full Year 2021 Financial Results

Conference Call to Be Held at 7:30 A.M. U.S. Eastern Time on February 23, 2022

Guangzhou, China, February 23, 2022 – Vipshop Holdings Limited (NYSE: VIPS), a leading online discount retailer for brands in China (“Vipshop” or the “Company”), today announced its unaudited financial results for the quarter and full year ended December 31, 2021.

Fourth Quarter and Full Year 2021 Highlights

•	Total net revenue for the fourth quarter of 2021 was RMB34.1 billion (US$5.4 billion), as compared<br>with RMB35.8 billion in the prior year period. Total net revenue for the full year of 2021 increased by 14.9% year over year to RMB117.1 billion (US$18.4 billion) from RMB101.9 billion in the prior year.
•	GMV^[1]^ **** for the fourth quarter of 2021 was<br>RMB57.0 billion, as compared with RMB59.3 billion in the prior year period. GMV for the full year of 2021 increased by 16% year over year to RMB191.5 billion from RMB165.0 billion in the prior year.
---	---
•	Gross profit for the fourth quarter of 2021 was RMB6.7 billion (US$1.1 billion), as compared with<br>RMB7.8 billion in the prior year period. Gross profit for the full year of 2021 increased by 8.6% year over year to RMB23.1 billion (US$3.6 billion) from RMB21.3 billion in the prior year.
---	---
•	Net income attributable to Vipshop’s shareholders for the fourth quarter of 2021 was<br>RMB1.4 billion (US$222.0 million), as compared with RMB2.4 billion in the prior year period. Net income attributable to Vipshop’s shareholders for the full year of 2021 was RMB4.7 billion (US$734.6 million), as compared<br>with RMB5.9 billion in the prior year.
---	---
•	Non-GAAP net income attributable to Vipshop’s shareholders^[2]^ for the fourth quarter of 2021 was RMB1.8 billion (US$282.6 million), as compared with RMB2.6 billion in the prior year period. Non-GAAP netincome attributable to Vipshop’s shareholders for the full year of 2021 was RMB6.0 billion (US$943.4 million), as compared with RMB6.3 billion in the prior year.
---	---
•	The number of active customers^[3]^ for the fourth<br>quarter of 2021 was 49.2 million, as compared with 53.0 million in the prior year period. The number of active customers for the full year of 2021 increased by 12% year over year to 93.9 million from 83.9 million in the<br>prior year.
---	---
^[1^^]^	“Gross merchandise value (GMV)” is defined as the total Renminbi value of all products and services<br>sold through the Company’s online sales business, online marketplace platform, offline stores, Shan Shan Outlets and city outlets during the relevant period, including through the Company’s websites and mobile apps, third-party websites<br>and mobile apps, Vipshop offline stores and Vipmaxx offline stores, as well as Shan Shan Outlets and city outlets that were fulfilled by either the Company or its third-party merchants, regardless of whether or not the goods were delivered or<br>returned. GMV includes shipping charges paid by buyers to sellers. For prudent considerations, the Company does not consider products or services to be sold if the relevant orders were placed and canceled pre-shipment and only included orders that<br>left the Company’s or other third-party vendors’ warehouses.
---	---
^[2^^]^	Non-GAAP net income attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is<br>defined as net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) share of loss<br>(income) in investment of limited partnerships that are accounted for as an equity method investee, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments.
---	---
^[3^^]^	“Active customers” is defined as registered members who have purchased from the Company’s online<br>sales business or the Company’s online marketplace platforms at least once during the relevant period.
---	---

1

•	Total orders^[4]^ for the fourth quarter of 2021 were<br>216.9 million, as compared with 227.3 million in the prior year period. Total orders for the full year of 2021 increased by 14% year over year to 786.6 million from 692.4 million in the prior year.

Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “We are pleased with our overall business performance in 2021, despite a slower fourth quarter amid a challenging environment. Total active customers for the year increased by 12% year over year to 93.9 million and total GMV rose by 16% year over year to RMB191.5 billion. For the past year, we strategically focused on core brands and high-value customers and have increased business synergies that are reinforcing our value proposition as a leading discount retailer for brands. Looking ahead, we will firmly excute on our merchandising strategy by deepening brand partnerships, enhancing customer acquisition efficiency and improving customer stickiness to achieve quality and sustainable growth in the long run.”

Mr. David Cui, Chief Financial Officer of Vipshop, further commented, “Driven by steady growth in both customer base and average revenue per customer, our total revenue for 2021 increased by 14.9% year over year, although the fourth quarter came under some pressure. Our net margin attributable to Vipshop’s shareholders for the year remained resilient with sequential improvement in the fourth quarter due to disciplined operations. Going forward, we remain committed to delivering steady profitability with quality topline growth and creating long-term value to our shareholders.”

Fourth Quarter 2021 Financial Results

REVENUE

Total net revenue for the fourth quarter of 2021 was RMB34.1 billion (US$5.4 billion), as compared with RMB35.8 billion in the prior year period.

GROSS PROFIT

Gross profit for the fourth quarter of 2021 was RMB6.7 billion (US$1.1 billion), as compared with RMB7.8 billion in the prior year period. Gross margin for the fourth quarter of 2021 was 19.7%, as compared with 21.9% in the prior year period.

OPERATING EXPENSES

Total operating expenses for the fourth quarter of 2021 decreased to RMB5.0 billion (US$780.4 million) from RMB5.4 billion in the prior year period. As a percentage of total net revenue, total operating expenses for the fourth quarter of 2021 decreased to 14.6% from 15.2% in the prior year period.

•	Fulfillment expenses for the fourth quarter of 2021 were RMB2.2 billion<br>(US$342.7 million), which largely stayed flat as compared with the corresponding period in 2020. As a percentage of total net revenue, fulfillment expenses for the fourth quarter of 2021 was 6.4%, as compared with 6.1% in the prior year period.<br>
•	Marketing expenses for the fourth quarter of 2021 decreased to RMB1.1 billion<br>(US$179.8 million) from RMB1.7 billion in the prior year period. As a percentage of total net revenue, marketing expenses for the fourth quarter of 2021 decreased to 3.4% from 4.8% in the prior year period, primarily attributable to more<br>prudent marketing strategy.
---	---
^[4]^	“Total orders” is defined as the total number of orders placed during the relevant period, including<br>the orders for products and services sold through the Company’s online sales business and the Company’s online marketplace platforms (excluding, for the avoidance of doubt, orders from the Company’s offline stores and outlets), net of<br>orders returned.
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2

•	Technology and content expenses for the fourth quarter of 2021 increased to<br>RMB443.0 million (US$69.5 million) from RMB272.4 million in the prior year period. As a percentage of total net revenue, technology and content expenses for the fourth quarter of 2021 was 1.3%, as compared with 0.8% in the prior year<br>period.
•	General and administrative expenses for the fourth quarter of 2021 were<br>RMB1.2 billion (US$188.4 million), as compared with RMB1.3 billion in the prior year period. As a percentage of total net revenue, general and administrative expenses for the fourth quarter of 2021 was 3.5%, which stayed flat as compared<br>with the corresponding period in 2020.
---	---

INCOME FROM OPERATIONS

Income from operations for the fourth quarter of 2021 was RMB1.8 billion (US$287.1 million), as compared with RMB2.6 billion in the prior year period. Operating margin for the fourth quarter of 2021 was 5.4%, as compared with 7.2% in the prior year period.

Non-GAAP income from operations^[5]^ for the fourth quarter of 2021, which excluded share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, was RMB2.1 billion (US$325.8 million), as compared with RMB2.8 billion in the prior year period. Non-GAAP operating income margin^[6]^ for the fourth quarter of 2021 was 6.1%, as compared with 7.9% in the prior year period.

NET INCOME

Net income attributable to Vipshop’s shareholders for the fourth quarter of 2021 was RMB1.4 billion (US$222.0 million), as compared with RMB2.4 billion in the prior year period. Net margin attributable to Vipshop’s shareholders for the fourth quarter of 2021 was 4.1%, as compared with 6.8% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS^[7]^ for the fourth quarter of 2021 was RMB2.07 (US$0.32), as compared with RMB3.51 in the prior year period.

Non-GAAP net income attributable to Vipshop’s shareholders for the fourth quarter of 2021, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) share of loss (income) in investment of limited partnerships that are accounted for as an equity method investee, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments, was RMB1.8 billion (US$282.6 million), as compared with RMB2.6 billion in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders^[8]^ for the fourth quarter of 2021 was 5.3%, as compared with 7.2% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS^[9]^ for the fourth quarter of 2021 was RMB2.64 (US$0.41), as compared with RMB3.70 in the prior year period.

^[5]^	Non-GAAP income from operations is a<br>non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions.<br>
^[6]^	Non-GAAP operating income margin is a<br>non-GAAP financial measure, which is defined as non-GAAP income from operations as a percentage of total net revenues.
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^[7]^	“ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.<br>
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^[8]^	Non-GAAP net margin attributable to Vipshop’s shareholders is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, as a percentage of total net revenues.
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^[9^^]^	Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is a non-GAAP financial<br>measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, divided by the weighted average number of diluted ADS outstanding for computing diluted earnings per ADS.
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3

For the quarter ended December 31, 2021, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 683,157,800.

BALANCE SHEET AND CASH FLOW

As of December 31, 2021, the Company had cash and cash equivalents and restricted cash of RMB17.2 billion (US$2.7 billion) and short term investments of RMB5.4 billion (US$844.5 million).

For the quarter ended December 31, 2021, net cash generated from operating activities was RMB6.9 billion (US$1.1 billion), and free cash flow^[10]^, a non-GAAP measurement of liquidity, was as follows:

For the three months ended	Dec 31, 2020<br>RMB’000			Dec 31, 2021<br>RMB’000			Dec 31, 2021US’000
Net cash generated from operating activities		7,227,682			6,873,191
Reconciling items:
Net impact from Internet financing<br>activities^[11]^		(90,565	)		(4,926	)		)
Capital expenditures		(499,787	)		(1,204,433	)		)
Free cash inflow		6,637,330			5,663,832

All values are in US Dollars.

Full Year 2021 Financial Results

Total net revenue for the full year of 2021 increased by 14.9% year over year to RMB117.1 billion (US$18.4 billion) from RMB101.9 billion in the prior year, primarily driven by the growth in the number of total active customers.

Gross profit for the full year of 2021 increased by 8.6% year over year to RMB23.1 billion (US$3.6 billion) from RMB21.3 billion in the prior year. Gross margin for the full year of 2021 was 19.7%, as compared with 20.9% in the prior year.

Income from operations for the full year of 2021 was RMB5.6 billion (US$876.0 million), as compared with RMB5.9 billion in the prior year. Operating margin for the full year was 4.8%, as compared with 5.8% in the prior year.

Non-GAAP income from operations for the full year of 2021, which excluded share-based compensation expenses and amortization of intangible assets resulting from business acquisitions, was RMB6.6 billion (US$1.0 billion), as compared with RMB6.8 billion in the prior year. Non-GAAP operating income margin for the full year of 2021 was 5.6%, as compared with 6.7% in the prior year.

^[10]^	Free cash flow is a non-GAAP financial measure, which is defined as net<br>cash from (used in) operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights.
^[11]^	Net impact from Internet financing activities represents net cash flow relating to the Company’s financial<br>products, which are primarily consumer financing and supplier financing that the Company provides to its customers and suppliers.
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4

Net income attributable to Vipshop’s shareholders for the full year of 2021 was RMB4.7 billion (US$734.6 million), as compared with RMB5.9 billion in the prior year. Net margin attributable to Vipshop’s shareholders for the full year of 2021 was 4.0%, as compared with 5.8% in the prior year. Net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2021 was RMB6.75 (US$1.06), as compared with RMB8.56 in the prior year.

Non-GAAP net income attributable to Vipshop’s shareholders for the full year of 2021, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) share of loss (income) in investment of limited partnerships that are accounted for as an equity method investee, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments, was RMB6.0 billion (US$943.4 million), as compared with RMB6.3 billion in the prior year. Non-GAAP net margin attributable to Vipshop’s shareholders for the full year of 2021 was 5.1%, as compared with 6.2% in the prior year. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2021 was RMB8.67 (US$1.36) , as compared with RMB9.08 in the prior year.

For the full year of 2021, the Company’s weighted average number of ADSs used in computing diluted earnings per ADS was 693,725,110.

For the full year of 2021, net cash from operating activities was RMB6.7 billion (US$1.1 billion), and free cash flow, a non-GAAP measurement of liquidity, was as follows:

For the trailing twelve months ended	Dec 31, 2020<br>RMB’000			Dec 31, 2021<br>RMB’000			Dec 31, 2021US’000
Net cash from operating activities		11,820,444			6,744,644
Reconciling items:
Net impact from Internet financing<br>activities^[11]^		(1,226,467	)		(89,546	)		)
Capital expenditures		(2,271,896	)		(3,578,644	)		)
Free cash inflow		8,322,081			3,076,454

All values are in US Dollars.

Business Outlook

For the first quarter of 2022, the Company expects its total net revenue to be between RMB27.0 billion and RMB28.4 billion, representing a year-over-year decrease rate of approximately 5% to 0%. These forecasts reflect the Company’s current and preliminary view on the market and operational conditions, which is subject to change.

Exchange Rate

The Company’s business is primarily conducted in China and the significant majority of revenues generated are denominated in Renminbi. This announcement contains currency conversions of Renminbi amounts into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Renminbi to U.S. dollars are made at a rate of RMB6.3726 to US$1.00, the effective noon buying rate on December 30, 2021 as set forth in the H.10 statistical release of the Federal Reserve Board. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on December 30, 2021, or at any other rate.

5

Conference Call Information

The Company will hold a conference call on Wednesday, February 23, 2022 at 7:30 am US Eastern Time, 8:30 pm Beijing Time to discuss the financial results.

All participants wishing to join the conference call must pre-register online using the link provided below. Once pre-registration has been completed, participants will receive dial-in numbers, a passcode, and a unique registrant ID via email. To join the conference, participants should use the dial-in details in the email and then enter the event passcode followed by the registrant ID.

Conference ID	#7283358
Registration Link	http://apac.directeventreg.com/registration/event/7283358

A replay of the conference call will be accessible until March 2, 2022 via the following dial-in details:

United States Toll Free:	+1-855-452-5696
International:	+61-2-8199-0299
Conference ID:	#7283358

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at http://ir.vip.com.

About Vipshop Holdings Limited

Vipshop Holdings Limited is a leading online discount retailer for brands in China. Vipshop offers high quality and popular branded products to consumers throughout China at a significant discount to retail prices. Since it was founded in August 2008, the Company has rapidly built a sizeable and growing base of customers and brand partners. For more information, please visit https://ir.vip.com/.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Vipshop’s strategic and operational plans, contain forward-looking statements. Vipshop may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Vipshop’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Vipshop’s goals and strategies; Vipshop’s future business development, results of operations and financial condition; the expected growth of the online discount retail market in China; Vipshop’s ability to attract customers and brand partners and further enhance its brand recognition; Vipshop’s expectations regarding demand for and market acceptance of flash sales products and services; competition in the discount retail industry; the potential impact of the COVID-19 to Vipshop’s business operations and the economy in China and elsewhere generally; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Vipshop’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Vipshop does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

6

Use of Non-GAAP Financial Measures

The condensed consolidated financial information is derived from the Company’s unaudited interim condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), except that comparative consolidated statements of income and cash flows for the period presented and detailed footnote disclosures required by Accounting Standards Codification 270, Interim Reporting (“ASC270”), have been omitted. Vipshop uses non-GAAP net income attributable to Vipshop’s shareholders, non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS, non-GAAP income from operations, non-GAAP operating income margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. Non-GAAP net income attributable to Vipshop’s shareholders is net income attributable to Vipshop’s shareholders excluding (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) share of loss (income) in investment of limited partnerships that are accounted for as equity method investees, (v) amortization of intangible assets resulting from business acquisitions, and (vi) tax effects on non-GAAP adjustments. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is computed using non-GAAP net income attributable to Vipshop’s shareholders divided by weighted average number of diluted ADS outstanding for computing diluted earnings per ADS. Non-GAAP income from operations is income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions. Non-GAAP operating income margin is non-GAAP income from operations as a percentage of total net revenue. Non-GAAP net margin attributable to Vipshop’s shareholders is non-GAAP net income attributable to Vipshop’s shareholders as a percentage of total net revenue. Free cash flow is net cash from operating activities adding back the impact from Internet financing activities and less capital expenditures, which include purchase and deposits of property and equipment and land use rights. Impact from Internet financing activities added back or deducted from free cash flow contains changes in the balances of financial products, which are primarily consumer financing and supplier financing that the Company provides to customers and suppliers. The Company believes that separate analysis and exclusion of the non-cash impact of (a) share-based compensation, (b) impairment loss of investments, (c) amortization of intangible assets resulting from business acquisitions, (d) investment gain and revaluation of investments excluding dividends, and (e) share of loss (income) in investment of limited partnerships that are accounted for as equity method investees add clarity to the constituent parts of its performance. The Company reviews these non-GAAP financial measures together with GAAP financial measures to obtain a better understanding of its operating performance. It uses these non-GAAP financial measures for planning, forecasting and measuring results against the forecast. The Company believes that non-GAAP financial measures are useful supplemental information for investors and analysts to assess its operating performance without the effect of (1) non-cash share-based compensation expenses, (2) impairment loss of investments, (3) amortization of intangible assets resulting from business acquisitions, (4) investment gain and revaluation of investments excluding dividends, and (5) share of loss (income) in investment of limited partnerships that are accounted for as equity method investees. Free cash flow enables the Company to assess liquidity and cash flow, taking into account the impact from Internet financing activities and the financial resources needed for the expansion of fulfillment infrastructure,technology platform and Shan Shan Outlets. Share-based compensation expenses have been and will continue to be significant recurring expenses in its business. However, the use of non-GAAP financial measures has material limitations as an analytical tool. One of the limitations of using non-GAAP financial measures is that they do not include all items that impact the Company’s net income for the period. In addition, because non-GAAP financial measures are not measured in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies. One of the key limitations of free cash flow is that it does not represent the residual cash flow available for discretionary expenditures.

7

The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, or as a substitute for, the financial information prepared and presented in accordance with U.S. GAAP. For more information on these non-GAAP financial measures, please see the table captioned “Vipshop Holdings Limited Reconciliations of GAAP and Non-GAAP Results” at the end of this release.

Investor Relations Contact

Tel: +86 (20) 2233-0732

Email: IR@vipshop.com

8

Vipshop Holdings Limited

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except for share and per share data)

	Three Months Ended								Twelve Months Ended
	December 31, 2020			December 31, 2021			December 31, 2021		December 31, 2020			December 31, 2021			December 31, 2021
	RMB’000			RMB’000			’000		RMB’000			RMB’000			’000
Product revenues		34,111,067			32,276,319					97,449,712			111,256,902
Other revenues ^(1)^		1,663,874			1,855,354					4,408,777			5,802,776
Total net revenues		35,774,941			34,131,673					101,858,489			117,059,678
Cost of revenues		(27,927,515	)		(27,418,277	)		)		(80,573,181	)		(93,953,121	)		)
Gross profit		7,847,426			6,713,396					21,285,308			23,106,557
Operating expenses:
Fulfillment expenses ^(2)^		(2,189,585	)		(2,183,570	)		)		(6,878,991	)		(7,652,504	)		)
Marketing expenses		(1,703,582	)		(1,145,834	)		)		(4,284,274	)		(5,089,213	)		)
Technology and content expenses		(272,379	)		(443,011	)		)		(1,221,264	)		(1,517,307	)		)
General and administrative expenses		(1,256,115	)		(1,200,449	)		)		(3,748,548	)		(4,189,690	)		)
Total operating expenses		(5,421,661	)		(4,972,864	)		)		(16,133,077	)		(18,448,714	)		)
Other operating income		164,011			89,183					707,855			924,579
Income from operations		2,589,776			1,829,715					5,860,086			5,582,422
Investment gain and revaluation of investments		200,276			92,232					980,868			85,685
Impairment loss of investments		(38,114	)		(217,046	)		)		(43,160	)		(414,780	)		)
Interest expense		(6,269	)		(4,899	)		)		(67,357	)		(14,461	)		)
Interest income		155,255			194,870					449,017			671,461
Exchange loss		(98,021	)		(34,451	)		)		(160,097	)		(37,052	)		)
Income before income tax expense and share of income (loss) of equity method investees		2,802,903			1,860,421					7,019,357			5,873,275
Income tax expenses		(384,660	)		(390,691	)		)		(1,130,016	)		(1,222,704	)		)
Share of income (loss) of equity method investees		29,468			(47,023	)		)		30,015			42,303
Net income		2,447,711			1,422,707					5,919,356			4,692,874
Net income attributable to non-controlling<br>interests		(6,898	)		(7,938	)		)		(12,399	)		(11,801	)		)
Net income attributable to Vipshop’s shareholders		2,440,813			1,414,769					5,906,957			4,681,073
Shares used in calculating earnings per share<br>^(3)^:
Weighted average number of Class A and Class B ordinary shares:
—Basic		135,646,247			135,695,489					135,077,790			136,175,112
—Diluted		139,219,751			136,631,560					138,036,010			138,745,022
Net earnings per Class A and Class B ordinary share
Net income attributable to Vipshop’s shareholders—Basic		17.99			10.43					43.73			34.38
Net income attributable to Vipshop’s shareholders—Diluted		17.53			10.35					42.79			33.74
Net earnings per ADS (1 ordinary share equals to 5 ADSs)
Net income attributable to Vipshop’s shareholders—Basic		3.60			2.09					8.75			6.88
Net income attributable to Vipshop’s shareholders—Diluted		3.51			2.07					8.56			6.75

All values are in US Dollars.

(1)   Other revenues primarily consist of product promotion and onlineadvertising revenues, lease income mainly earned from the Shan Shan Outlets ,fees charged to third-party merchants which the Company provides platform access for sales of their products, revenue from third-party logistics services, loan facilitationservice income and membership fee income.<br> <br><br><br><br>(2)   Fulfillment expenses include shipping and handling expenses, which amounted RMB1.5 billion and RMB 1.5 billion in the three month periods ended December 31, 2020 and December 31, 2021, respectively.<br> <br><br><br><br>(3)   Authorized share capital is 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 vote and each Class B ordinary share being entitled to ten votes onall matters that are subject to shareholder vote.	(1)   Other revenues primarily consist of product promotion and onlineadvertising revenues, lease income mainly earned from the Shan Shan Outlets, fees charged to third-party merchants which the Company provides platform access for sales of their products, revenue from third-party logistics services, loan facilitationservice income and membership fee income.<br> <br><br><br><br>(2)   Fulfillment expenses include shipping and handling expenses, which amounted RMB4.5 billion and RMB 5.2 billion in the twelve month periods ended December 31, 2020 and 2021, respectively.<br> <br><br><br><br>(3)   Authorized share capital is 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 vote and each Class B ordinary share being entitled to ten votes onall matters that are subject to shareholder vote.
	Three Months Ended					Twelve Months Ended
---	---	---	---	---	---	---	---	---	---	---
	December 31, 2020		December 31, 2021		December 31, 2021	December 31, 2020		December 31, 2021		December 31, 2021
	RMB’000		RMB’000		’000	RMB’000		RMB’000		’000
Share-based compensation expenses are included in the operating expenses as follows:
Fulfillment expenses		23,025		18,867			100,486		88,985
Marketing expenses		3,529		2,571			16,534		26,834
Technology and content expenses		20,598		59,809			152,234		252,730
General and administrative expenses		176,701		165,469			681,794		641,464
Total		223,853		246,716			951,048		1,010,013

All values are in US Dollars.

Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for share and per share data)

		December 31, 2021		December 31, 2021
		RMB’000		’000
ASSETS
CURRENT ASSETS
Cash and cash equivalents	11,995,415		16,297,410
Restricted cash	815,906		873,859
Short term investments	7,328,719		5,381,618
Accounts receivable, net	334,529		459,128
Amounts due from related parties	333,539		637,825
Other receivables and prepayments, net	2,286,359		2,326,866
Loan receivables, net	27,258		131
Inventories	7,642,509		6,865,108
Assets held for sale	408,748		—
Total current assets	31,172,982		32,841,945
NON-CURRENT ASSETS
Property and equipment, net	13,584,459		14,376,712
Deposits for property and equipment	73,718		382,121
Land use rights, net	6,062,792		6,612,165
Intangible assets, net	333,022		320,943
Investment in equity method investees	1,949,787		2,476,868
Other investments	2,861,034		2,482,911
Other long-term assets	100,328		296,366
Goodwill	593,662		589,165
Deferred tax assets, net	628,267		760,023
Operating lease<br>right-of-use assets	1,580,763		1,148,322
Total non-current assets	27,767,832		29,445,596
TOTAL ASSETS	58,940,814		62,287,541
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short term loans	1,043,426		1,975,184
Accounts payable	15,191,313		13,144,935
Advance from customers	1,558,891		1,828,781
Accrued expenses and other current liabilities	7,696,996		7,658,677
Amounts due to related parties	444,100		429,088
Deferred income	334,431		449,693
Operating lease liabilities	299,791		284,659
Total current liabilities	26,568,948		25,771,017
NON-CURRENT LIABILITIES
Deferred tax liability	432,995		437,202
Deferred income-non current	1,070,891		1,026,155
Operating lease liabilities	1,360,946		952,813
Other long term liabilities	121,245		272,038
Total non-current liabilities	2,986,077		2,688,208
TOTAL LIABILITIES	29,555,025		28,459,225
EQUITY:
Class A ordinary shares (US0.0001 par value, 483,489,642 shares authorized, 119,223,484 and<br>122,975,885 shares issued, of which 119,223,484 and 120,232,895 shares were outstanding as of December 31, 2020 and December 31, 2021, respectively)	77		80
Class B ordinary shares (US0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and<br>15,560,358 shares issued and outstanding as of December 31, 2020 and December 31, 2021, respectively)	11		11
Treasury shares, at cost (Nil and 2,742,990 Class A shares as of December 31, 2020 and<br>December 31, 2021, respectively )	—		-1,927,719
Additional paid-in capital	10,816,185		12,227,637
Retained earnings	17,740,415		22,421,488
Accumulated other comprehensive loss	-58,954		-88,599
Non-controlling interests	888,055		1,195,418
Total shareholders’ equity	29,385,789		33,828,316
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	58,940,814		62,287,541

All values are in US Dollars.

Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results

	Three Months Ended							Twelve Months Ended
	December 31, 2020			December 31, 2021		December 31, 2021		December 31, 2020			December 31, 2021			December 31, 2021
	RMB’000			RMB’000		’000		RMB’000			RMB’000			’000
Income from operations		2,589,776			1,829,715				5,860,086			5,582,422
Share-based compensation expenses		223,853			246,716				951,048			1,010,013
Amortization of intangible assets resulting from business acquisitions		5,896			—				35,377			11,792
Non-GAAP income from operations		2,819,525			2,076,431				6,846,511			6,604,227
Net income attributable to Vipshop’s shareholders		2,440,813			1,414,769				5,906,957			4,681,073
Share-based compensation expenses		223,853			246,716				951,048			1,010,013
Impairment loss of investments		38,114			217,046				43,160			414,780
Investment gain and revaluation of investments excluding dividends		(22,269	)		984				(668,568	)		116,567
Share of loss (income) in investment of limited partnerships that are accounted for as an equity<br>method investee		4,085			-77,608		)		83,404			(120,621	)		)
Amortization of intangible assets resulting from business acquisitions		5,896			—				35,377			11,792
Tax effects on non-GAAP adjustments		(114,165	)		-1,029				(82,769	)		(101,925	)		)
Non-GAAP net income attributable to Vipshop’s<br>shareholders		2,576,327			1,800,878				6,268,609			6,011,679
Shares used in calculating earnings per share:
Weighted average number of Class A and Class B ordinary shares:
—Basic		135,646,247			135,695,489				135,077,790			136,175,112
—Diluted		139,219,751			136,631,560				138,036,010			138,745,022
Non-GAAP net income per Class A and Class B<br>ordinary share
Non-GAAP net income attributable to Vipshop’s<br>shareholders—Basic		18.99			13.27				46.41			44.15
Non-GAAP net income attributable to Vipshop’s<br>shareholders—Diluted		18.51			13.18				45.41			43.33
Non-GAAP net income per ADS (1 ordinary share equal to 5<br>ADSs)
Non-GAAP net income attributable to Vipshop’s<br>shareholders—Basic		3.80			2.65				9.28			8.83
Non-GAAP net income attributable to Vipshop’s<br>shareholders—Diluted		3.70			2.64				9.08			8.67

All values are in US Dollars.