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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 20 - F ( Mark One ) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR 12 ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from OR to SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Title of Each Class Commission File Number : 001-35454 VIPSHOP 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 ) 128 Dingxin Road Haizhu District , Guangzhou 510220 People's Republic of China ( Address of Principal Executive Offices ) David Cui , Chief Financial Officer Vipshop Holdings Limited 128 Dingxin Road Haizhu District , Guangzhou 510220 People's Republic of China Telephone : +86 ( 20 ) 2233-0025 Facsimile : +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 : Trading Symbol VIPS American depositary shares , each representing 0.2 Class A ordinary shares , par value $ 0.0001 per share Class A ordinary shares , par value $ 0.0001 per share * Name of Each Exchange on Which Registered New York Stock Exchange Not for trading , but only in connection with the listing of American depositary shares on the New York Stock Exchange . 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 : 119,223,484 Class A ordinary shares , par value US $ 0.0001 per share , and 16,510,358 Class B ordinary shares , par value US $ 0.0001 per share , as of December 31 , 2020 . Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . ☑Yes 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. ☐ Yes ☑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 such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . ☑Yes 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 this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . ☑ Yes 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 . Large Accelerated Filer ☑ Accelerated Filer Non - Accelerated Filer Emerging Growth Company 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 for complying with any new or revised financial accounting standards + provided pursuant to Section 13 ( a ) of the Exchange Act . + 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 whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing : ☐ ☐ U.S. GAAP ☑ International Financial Reporting Standards as issued by the International Accounting Standards Board Other 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 . Item 17 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 ) . Yes ☑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 of securities under a plan confirmed by a court . Yes No