As filed with the Securities and Exchange Commission on August 31, 2020
Registration No. 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)
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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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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)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(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, a 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated file
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
Copies to:
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Donghao Yang, Chief Financial Officer
Vipshop Holdings Limited
No. 20 Huahai Street
Liwan District, Guangzhou 510370
Peoples Republic of China
+86 (20) 2233-0000
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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
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to Be Registered(1)
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Amount
to
Be
Registered(1)(2)
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.0001 per
share
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3,757,966
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(3)(5)
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US$66.85(3)
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US$251,220,027.10
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US$32,608.36
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Class A ordinary shares, par value US$0.0001 per
share
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2,215,453
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(4)(5)
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US$85.48(4)
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US$189,376,922.44
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US$24,581.12
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Total
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5,973,419
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US$440,596,949.54
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US$57,189.48
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(1)
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These shares may be represented by the Registrants American depositary shares, or ADSs, each of which
represents 0.2 Class A ordinary shares, 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 separate registration statements on Form F-6 (File No. 333-180029 and File No. 333-199491).
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(2)
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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.
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(3)
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The shares to be registered represent shares issuable upon exercise of outstanding options granted under the
Plan and the corresponding proposed maximum offering price per share represents the weighted average exercise price of such outstanding options.
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(4)
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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 August 27, 2020, adjusted for ADS to Class A ordinary shares ratio.
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(5)
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These shares represent Class A ordinary shares that have been added to the award pool under the Plan,
effective January 1, 2018, January 1, 2019, and January 1, 2020, pursuant to the Plans evergreen provisions, which were not previously registered under the registration statements on Form
S-8 (File No. 333-199515) and Form S-8 (File No. 333-222218), as filed with the
Commission on October 22, 2014 and December 21, 2017, respectively (the Prior Registration Statements).
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