As filed with the Securities and Exchange Commission o
n December
21
, 2017
Registration N
o. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VIPSHOP HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
|
|
Not Applicable
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
No. 20 Huahai Street
Liwan District, Guangzhou 510370
Peoples Republic of China
(Address, Including Zip Code, of Principal Executive Offices)
Vipshop Holdings Limited 2014 Share Incentive Plan
(Full Title of the Plan)
Law Debenture Corporate Services Inc.
801 2nd Avenue, Suite 403
New York, NY 10017
(212) 750-6474
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer (Do not check if a smaller reporting company)
o
|
|
|
|
|
|
Smaller reporting company
|
o
|
|
|
Emerging growth company
|
o
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
Copies to:
Donghao Yang, Chief Financial Officer
Vipshop Holdings Limited
No. 20 Huahai Street
Liwan District, Guangzhou 510370
Peoples Republic of China
+86 (20) 2233-0000
|
|
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road Central
Hong Kong
+852 3740-4700
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
Title of Securities to Be
Registered
(1)
|
|
Amount to Be
Registered
(1)(2)
|
|
Proposed Maximum
Offering Price per
Share
|
|
Proposed Maximum Aggregate
Offering Price
|
|
Amount of
Registration
Fee
|
Class A ordinary shares, par value US$0.0001 per share
|
|
976,394
|
(3)(5)
|
US$
|
42.35
|
(3)
|
US$
|
41,350,285.90
|
|
US$
|
5,148.11
|
Class A ordinary shares, par value US$0.0001 per share
|
|
4,260,903
|
(4)(5)
|
US$
|
42.35
|
(4)
|
US$
|
180,449,242.05
|
|
US$
|
22,465.93
|
Total
|
|
5,237,297
|
|
|
|
|
US$
|
221,799,527.95
|
|
US$
|
27,614.04
|
(1)
These shares may be represented by the Registrants American depositary shares, or ADSs, each of which represents 0.2 ordinary share, par value US$0.0001 per share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-180029).
(2)
Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted under the Vipshop Holdings Limited 2014 Share Incentive Plan (the Plan). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Plan. Any ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
(3)
The amount to be registered represents restricted shares granted under the Plan and the corresponding proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act based upon the average of the high and low prices of the Registrants ADSs as quoted on the New York Stock Exchange on December 15, 2017, adjusted for ADS to Class A ordinary shares ratio.
(4)
The shares to be registered are reserved for future award grants under the Plan, and the corresponding proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act based upon the average of the high and low prices of the Registrants ADSs as quoted on the New York Stock Exchange on December 15, 2017, adjusted for ADS to Class A ordinary shares ratio.
(5)
These shares represent Class A ordinary shares that have been added to the award pool under the Plan, effective January 1, 2015, January 1, 2016 and January 1, 2017, pursuant to the Plans evergreen provisions, which were not previously registered under the registration statement on Form S-8 (File No. 333-199515), as filed with the Commission on October 22, 2014 (the Prior Registration Statement).
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Eric Ya Shen and Donghao Yang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 21, 2017.
Signature
|
|
Title
|
|
|
|
/s/ Eric Ya Shen
|
|
Chairman and Chief Executive Officer
|
Eric Ya Shen
|
|
(principal executive officer)
|
|
|
|
/s/ Donghao Yang
|
|
Chief Financial Officer
|
Donghao Yang
|
|
(principal financial and accounting officer)
|
|
|
|
/s/ Arthur Xiaobo Hong
|
|
Vice Chairman and Chief Operating Officer
|
Arthur Xiaobo Hong
|
|
|
|
|
|
/s/ Bing Wu
|
|
Director
|
Bing Wu
|
|
|
|
|
|
/s/ Jacky Xu
|
|
Director
|
Jacky Xu
|
|
|
|
|
|
/s/ Chun Liu
|
|
Director
|
Chun Liu
|
|
|
|
|
|
/s/ Frank Lin
|
|
Director
|
Frank Lin
|
|
|
|
|
|
/s/ Xing Liu
|
|
Director
|
Xing Liu
|
|
|
|
|
|
/s/ Kathleen Chien
|
|
Director
|
Kathleen Chien
|
|
|
|
|
|
/s/ Nanyan Zheng
|
|
Director
|
Nanyan Zheng
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vipshop Holdings Limited, has signed this registration statement or amendment thereto in New York on December 21, 2017.
|
Authorized U.S. Representative
|
|
|
|
By:
|
/s/ Giselle Manon
|
|
Name:
|
Giselle Manon
, on behalf of Law Debenture Corporate Services Inc.
|
|
Title:
|
SOP Officer
|