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6-K 1 tm267413d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2026

 

 

 

Commission File Number: 001-35454

 

 

 

Vipshop Holdings Limited

 

Vipshop Headquarters, 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  x       Form 40-F  ¨

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release – Vipshop Reports Unaudited Fourth Quarter and Full Year 2025 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/ Mark Wang
  Name: : Mark Wang
  Title: : Chief Financial Officer

 

Date: February 26, 2026

 

 

 

EX-99.1 2 tm267413d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Vipshop Reports Unaudited Fourth Quarter and Full Year 2025 Financial Results

 

Conference Call to Be Held at 7:00 A.M. U.S. Eastern Time on February 26, 2026

 

Guangzhou, China, February 26, 2026 — 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, 2025.

 

Fourth Quarter and Full Year 2025 Highlights

 

· Total net revenues for the fourth quarter of 2025 were RMB32.5 billion (US$4.6 billion), compared with RMB33.2 billion in the prior year period. Total net revenues for the full year of 2025 were RMB105.9 billion (US$15.1 billion), compared with RMB108.4 billion in the prior year.

 

· GMV1 for the fourth quarter of 2025 increased by 0.6% year over year to RMB66.6 billion from RMB66.2 billion in the prior year period. GMV for the full year of 2025 increased by 2.0% year over year to RMB213.5 billion from RMB209.3 billion in the prior year.

 

· Gross profit for the fourth quarter of 2025 was RMB7.4 billion (US$1.1 billion), compared with RMB7.6 billion in the prior year period. Gross profit for the full year of 2025 was RMB24.5 billion (US$3.5 billion), compared with RMB25.5 billion in the prior year.

 

· Net income attributable to Vipshop’s shareholders for the fourth quarter of 2025 increased by 5.8% year over year to RMB2.6 billion (US$370.3 million) from RMB2.4 billion in the prior year period. Net income attributable to Vipshop's shareholders for the full year of 2025 was RMB7.2 billion (US$1.0 billion), compared with RMB7.7 billion in the prior year.

 

· Non-GAAP net income attributable to Vipshop’s shareholders2 for the fourth quarter of 2025 was RMB2.9 billion (US$408.7 million), compared with RMB3.0 billion in the prior year period. Non-GAAP net income attributable to Vipshop's shareholders for the full year of 2025 was RMB8.7 billion (US$1.3 billion), compared with RMB9.0 billion in the prior year.

 

· The number of active customers3 for the fourth quarter of 2025 was 45.3 million, compared with 45.7 million in the prior year period. The number of active customers for the full year of 2025 was 84.8 million, compared with 84.7 million in the prior year.

 

 

1 “Gross merchandise value (GMV)” is defined as the total value of all products and services sold through the Company’s online channels, Shan Shan Outlets, and other offline stores during the given period, including the Company’s Vipshop App mobile application, vip.com website, Vipshop WeChat Mini-Program, online stores that are operated at third-party platforms, Shan Shan Outlets, and other offline stores, which were fulfilled by either the Company or its third-party merchants, regardless of whether or not the goods were delivered or 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 orders were placed and canceled pre-shipment and only included orders that 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, for the periods presented in this press release, is 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) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments.

3 “Active customers” is defined as registered members who have purchased from the Company’s Vipshop mobile app, vip.com website and Vipshop WeChat Mini-Program at least once during the relevant period.

 

    1

 

 

· Total orders4 for the fourth quarter of 2025 were 206.0 million, compared with 217.5 million in the prior year period. Total orders for the full year of 2025 were 732.4 million, compared with 757.5 million in the prior year.

 

Mr. Eric Shen, Chairman and Chief Executive Officer of Vipshop, stated, “In 2025, we navigated a dynamic landscape by focusing on strategic realignment and ensuring operational resilience, which lays a strong foundation for long-term quality growth. Throughout the year, leveraging the agility inherent in our off-price retailer model, we enhanced our merchandising capabilities while deepening customer engagement and loyalty. Notably, AI-driven enhancements delivered greater operational efficiency while enabling a more engaging customer experience. Building on this, we are now dedicated to strengthening our growth flywheel by sharpening our excellence across merchandising, customer engagement and operations, while embedding AI deeper into our core operations. We expect this to drive sustainable and profitable growth in 2026 and beyond.”

 

Mr. Mark Wang, Chief Financial Officer of Vipshop, further commented, “We concluded 2025 with stable topline performance and robust profitability, demonstrating clear financial resilience. This provides the flexibility to both reinvest strategically in the business and return meaningful capital to shareholders, as evidenced by the US$944.1 million returned in 2025 through dividends and share repurchases. Looking ahead, we are steadily rebuilding business momentum with continued focus on quality growth and disciplined investment. This positions us confidently for sustained growth and value creation in the future.”

 

Fourth Quarter 2025 Financial Results

 

REVENUES

 

Total net revenues for the fourth quarter of 2025 were RMB32.5 billion (US$4.6 billion), compared with RMB33.2 billion in the prior year period.

 

GROSS PROFIT

 

Gross profit for the fourth quarter of 2025 was RMB7.4 billion (US$1.1 billion), compared with RMB7.6 billion in the prior year period. Gross margin for the fourth quarter of 2025 was 22.9%, compared with 23.0% in the prior year period.

 

OPERATING EXPENSES

 

Total operating expenses for the fourth quarter of 2025 decreased by 3.7% year over year to RMB4.9 billion (US$697.7 million) from RMB5.1 billion in the prior year period. As a percentage of total net revenues, total operating expenses for the fourth quarter of 2025 decreased to 15.0% from 15.2% in the prior year period.

 

Fulfillment expenses for the fourth quarter of 2025 decreased by 1.0% year over year to RMB2.4 billion (US$348.6 million) from RMB2.5 billion in the prior year period. As a percentage of total net revenues, fulfillment expenses for the fourth quarter of 2025 were 7.5%, compared with 7.4% in the prior year period.

 

 

4 “Total orders” is defined as the total number of orders placed during the given period, including the orders for products and services sold through the Company’s online channels, including the Company’s Vipshop App mobile application, vip.com website, Vipshop WeChat Mini-Program, online stores that are operated at third-party platforms (excluding, for the avoidance of doubt, orders from the Company’s offline stores and outlets), net of orders returned.

 

    2

 

 

Marketing expenses for the fourth quarter of 2025 decreased by 6.1% year over year to RMB873.7 million (US$124.9 million) from RMB930.3 million in the prior year period. As a percentage of total net revenues, marketing expenses for the fourth quarter of 2025 decreased to 2.7% from 2.8% in the prior year period.

 

Technology and content expenses for the fourth quarter of 2025 decreased by 9.3% year over year to RMB425.5 million (US$60.8 million) from RMB469.2 million in the prior year period. As a percentage of total net revenues, technology and content expenses for the fourth quarter of 2025 decreased to 1.3% from 1.4% in the prior year period.

 

General and administrative expenses for the fourth quarter of 2025 decreased by 5.2% year over year to RMB1.1 billion (US$163.4 million) from RMB1.2 billion in the prior year period. As a percentage of total net revenues, general and administrative expenses for the fourth quarter of 2025 decreased to 3.5% from 3.6% in the prior year period.

 

INCOME FROM OPERATIONS

 

Income from operations for the fourth quarter of 2025 increased by 1.7% year over year to RMB2.90 billion (US$414.5 million) from RMB2.85 billion in the prior year period. Operating margin for the fourth quarter of 2025 increased to 8.9% from 8.6% in the prior year period.

 

Non-GAAP income from operations5 for the fourth quarter of 2025, which excluded share-based compensation expenses, was RMB3.2 billion (US$462.6 million), compared with RMB3.4 billion in the prior year period. Non-GAAP operating margin6 for the fourth quarter of 2025 was 10.0%, compared with 10.2% in the prior year period.

 

NET INCOME

 

Net income attributable to Vipshop’s shareholders for the fourth quarter of 2025 increased by 5.8% year over year to RMB2.6 billion (US$370.3 million) from RMB2.4 billion in the prior year period. Net margin attributable to Vipshop’s shareholders for the fourth quarter of 2025 increased to 8.0% from 7.4% in the prior year period. Net income attributable to Vipshop’s shareholders per diluted ADS7 for the fourth quarter of 2025 increased to RMB5.12 (US$0.73) from RMB4.69 in the prior year period.

 

Non-GAAP net income attributable to Vipshop’s shareholders for the fourth quarter of 2025, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments, was RMB2.9 billion (US$408.7 million), compared with RMB3.0 billion in the prior year period. Non-GAAP net margin attributable to Vipshop’s shareholders8 for the fourth quarter of 2025 was 8.8%, compared with 9.0% in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS9 for the fourth quarter of 2025 was RMB5.66 (US$0.81), compared with RMB5.70 in the prior year period.

 

 

5 Non-GAAP income from operations is a non-GAAP financial measure, which is defined as income from operations excluding share-based compensation expenses.

6 Non-GAAP operating margin is a non-GAAP financial measure, which is defined as non-GAAP income from operations as a percentage of total net revenues.

7 “ADS” means American depositary share, each of which represents 0.2 Class A ordinary share.

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.

9 Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS is a non-GAAP financial measure, which is defined as non-GAAP net income attributable to Vipshop’s shareholders, divided by the weighted average number of diluted ADSs outstanding for computing diluted earnings per ADS.

 

    3

 

 

 

For the quarter ended December 31, 2025, the Company’s weighted average number of ADSs used in computing diluted income per ADS was 505,342,970.

 

BALANCE SHEET AND CASH FLOW

 

As of December 31, 2025, the Company had cash and cash equivalents and restricted cash of RMB24.1 billion (US$3.4 billion) and short term investments of RMB5.8 billion (US$826.1 million).

 

For the quarter ended December 31, 2025, net cash generated from operating activities was RMB5.5 billion (US$781.9 million), and free cash flow10, a non-GAAP measurement of liquidity, was as follows:

 

For the three months ended
    Dec 31, 2024
RMB’000
    Dec 31, 2025
RMB’000
    Dec 31, 2025
US$’000
 
Net cash generated from operating activities     8,893,726       5,467,910       781,901  
Reconciling items:                        
Net impact from internet financing activities11     107,166       9,784       1,399  
Capital expenditures     (588,841 )     (497,006 )     (71,071 )
Free cash inflow     8,412,051       4,980,688       712,229  

 

Full Year 2025 Financial Results

 

Total net revenues for the full year of 2025 were RMB105.9 billion (US$15.1 billion), compared with RMB108.4 billion in the prior year.

 

Gross profit for the full year of 2025 was RMB24.5 billion (US$3.5 billion), compared with RMB25.5 billion in the prior year. Gross margin for the full year of 2025 was 23.1%, compared with 23.5% in the prior year.

 

Income from operations for the full year of 2025 was RMB8.1 billion (US$1.2 billion), compared with RMB9.2 billion in the prior year. Operating margin for the full year was 7.7%, compared with 8.5% in the prior year.

 

Non-GAAP income from operations for the full year of 2025, which excluded share-based compensation expenses, was RMB9.9 billion (US$1.4 billion), compared with RMB10.7 billion in the prior year. Non-GAAP operating margin for the full year of 2025 was 9.3%, compared with 9.9% in the prior year.

 

 

10 Free cash flow is a non-GAAP financial measure, which is defined as 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.

11 Net impact from internet financing activities represents net cash flow relating to the Company’s financial products, which are primarily consumer financing and supplier financing that the Company provides to its customers and suppliers.

 

    4

 

 

 

Net income attributable to Vipshop’s shareholders for the full year of 2025 was RMB7.2 billion (US$1.0 billion), compared with RMB7.7 billion in the prior year. Net margin attributable to Vipshop’s shareholders for the full year of 2025 was 6.8%, compared with 7.1% in the prior year. Net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2025 was RMB14.15 (US$2.02), compared with RMB14.35 in the prior year.

 

Non-GAAP net income attributable to Vipshop’s shareholders for the full year of 2025, which excluded (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments, was RMB8.7 billion (US$1.3 billion), compared with RMB9.0 billion in the prior year. Non-GAAP net margin attributable to Vipshop’s shareholders for the full year of 2025 was 8.3%, which remained stable as compared with that in the prior year period. Non-GAAP net income attributable to Vipshop’s shareholders per diluted ADS for the full year of 2025 increased to RMB17.08 (US$2.44), compared with RMB16.75 in the prior year.

 

For the full year of 2025, the Company’s weighted average number of ADSs used in computing diluted earnings per ADS was 511,919,450.

 

For the full year of 2025, net cash generated from operating activities was RMB7.5 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, 2024
RMB’000
    Dec 31, 2025
RMB’000
    Dec 31, 2025
US$’000
 
Net cash generated from operating activities     9,128,983       7,454,245       1,065,943  
Reconciling items:                        
Net impact from internet financing activities     55,593       (35,074 )     (5,016 )
Capital expenditures     (3,562,586 )     (2,066,537 )     (295,511 )
Free cash inflow     5,621,990       5,352,634       765,416  

 

Share Repurchase Program

 

During the quarter ended December 31, 2025, the Company repurchased US$305.4 million of its ADSs under its current US$1.0 billion share repurchase program, which is effective through February 2027. As of December 31, 2025, the Company had an unutilized amount of US$316.0 million under this program.

 

Declaration of 2025 Dividend

 

The Company’s board of directors has approved and declared an annual cash dividend for fiscal year 2025 in the amount of US$3.10 per ordinary share, or US$0.62 per ADS, to holders of ordinary shares and holders of ADSs of record as of the close of business on April 10, 2026. The payment date is expected to be on April 24, 2026. Holders of the Company's ADSs will receive the cash dividends through the depositary, Deutsche Bank Trust Company Americas, subject to the terms of the deposit agreement.

 

    5

 

 

 

Business Outlook

 

For the first quarter of 2026, the Company expects its total net revenues to be between RMB26.3 billion and RMB27.6 billion, representing a year-over-year increase of approximately 0% to 5%. 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 translations 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 RMB6.9931 to US$1.00, the effective noon buying rate on December 31, 2025 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 31, 2025 or at any other rate.

 

Conference Call Information

 

The Company will hold a conference call on Thursday, February 26, 2026 at 7:00 am U.S. Eastern Time, 8:00 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.

 

Registration Link:

https://register-conf.media-server.com/register/BId8a721cb0cc8420cab7858dc569d1e68

 

Once pre-registration has been completed, each participant will receive dial-in numbers and a unique access PIN via email. To join the conference, participants should use the dial-in details followed by the PIN code.

 

A live webcast of the earnings conference call can be accessed at https://edge.media-server.com/mmc/p/iotntvhn/. An archived webcast will 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 needs for and market acceptance of flash sales products and services; competition in the discount retail industry; 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 the 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 margin, non-GAAP net margin attributable to Vipshop’s shareholders, and free cash flow, each of which is a non-GAAP financial measure. For the periods presented in this press release, 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) reconciling items on the share of equity method investments, and (v) 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. Non-GAAP operating margin is non-GAAP income from operations as a percentage of total net revenues. 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 revenues. 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 (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments 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 (i) share-based compensation expenses, (ii) impairment loss of investments, (iii) investment gain and revaluation of investments excluding dividends, (iv) reconciling items on the share of equity method investments, and (v) tax effects on non-GAAP adjustments. 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 31,2024     December 31,2025     December 31,2025     December 31,2024     December 31,2025     December 31,2025  
      RMB'000       RMB'000       USD'000       RMB'000       RMB'000       USD'000  
Product revenues     30,889,540       29,945,173       4,282,103       100,734,550       97,398,826       13,927,847  
Other revenues (1)     2,334,302       2,528,606       361,586       7,686,282       8,520,720       1,218,447  
Total net revenues     33,223,842       32,473,779       4,643,689       108,420,832       105,919,546       15,146,294  
Cost of revenues     (25,596,304 )     (25,029,580 )     (3,579,182 )     (82,951,178 )     (81,429,230 )     (11,644,225 )
Gross profit     7,627,538       7,444,199       1,064,507       25,469,654       24,490,316       3,502,069  
Operating expenses:                                                
Fulfillment expenses (2)     (2,460,984 )     (2,437,532 )     (348,562 )     (8,346,864 )     (8,291,670 )     (1,185,693 )
Marketing expenses     (930,293 )     (873,714 )     (124,939 )     (2,979,654 )     (2,988,995 )     (427,421 )
Technology and content expenses     (469,223 )     (425,462 )     (60,840 )     (1,892,434 )     (1,755,123 )     (250,979 )
General and administrative expenses     (1,205,101 )     (1,142,656 )     (163,398 )     (3,992,657 )     (4,374,425 )     (625,534 )
Total operating expenses     (5,065,601 )     (4,879,364 )     (697,739 )     (17,211,609 )     (17,410,213 )     (2,489,627 )
Other operating income     289,291       334,011       47,763       915,208       1,055,843       150,984  
Income from operations     2,851,228       2,898,846       414,531       9,173,253       8,135,946       1,163,426  
Investment gain and revaluation of investments     72,649       23,155       3,311       148,170       144,723       20,695  
Impairment loss of investments     (3,000 )     -       -       (61,246 )     (15,450 )     (2,209 )
Interest expense     (17,560 )     (29,882 )     (4,273 )     (57,676 )     (90,037 )     (12,875 )
Interest income     227,427       191,864       27,436       809,792       801,587       114,625  
Exchange gain (loss)     138,633       (17,132 )     (2,450 )     (24,813 )     (62,086 )     (8,878 )
Income before income tax expense and share of income of equity method investees     3,269,377       3,066,851       438,555       9,987,480       8,914,683       1,274,784  
Income tax expenses     (816,363 )     (583,042 )     (83,374 )     (2,315,515 )     (1,798,963 )     (257,248 )
Share of income of equity method investees     32,799       167,582       23,964       166,980       293,919       42,030  
Net income     2,485,813       2,651,391       379,145       7,838,945       7,409,639       1,059,566  
Net income attributable to non-controlling interests     (39,134 )     (62,172 )     (8,890 )     (99,010 )     (167,149 )     (23,902 )
Net income attributable to Vipshop's shareholders     2,446,679       2,589,219       370,255       7,739,935       7,242,490       1,035,664  
Shares used in calculating earnings per share (3):                                                
Weighted average number of Class A and Class B ordinary shares:                                                
—Basic     102,688,899       97,833,086       97,833,086       106,074,914       100,072,178       100,072,178  
—Diluted     104,300,280       101,068,594       101,068,594       107,855,806       102,383,890       102,383,890  
Net earnings per Class A and Class B ordinary share                                                
Net income attributable to Vipshop's shareholders——Basic     23.83       26.47       3.79       72.97       72.37       10.35  
Net income attributable to Vipshop's shareholders——Diluted     23.46       25.62       3.66       71.76       70.74       10.12  
Net earnings per ADS (1 ordinary share equals to 5 ADSs)                                                
Net income attributable to Vipshop's shareholders——Basic     4.77       5.29       0.76       14.59       14.47       2.07  
Net income attributable to Vipshop's shareholders——Diluted     4.69       5.12       0.73       14.35       14.15       2.02  

 

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(1) Other revenues primarily consist of product promotion and online advertising 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 facilitation service income and membership fee income.   (1) Other revenues primarily consist of product promotion and online advertising 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 facilitation service income and membership fee income.
     
(2) Fulfillment expenses include shipping and handling expenses, which amounted RMB 1.8 billion and RMB 1.7 billion  in the three month periods ended December 31,2024 and December 31,2025, respectively.   (2) Fulfillment expenses include shipping and handling expenses, which amounted RMB 5.9 billion and RMB 5.8 billion  in the twelve month periods ended December 31,2024 and December 31,2025, respectively.
     
(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 on all matters that are subject to shareholder vote.   (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 on all matters that are subject to shareholder vote.

 

    Three Months Ended     Twelve Months Ended  
    December 31,2024     December 31,2025     December 31,2025     December 31,2024     December 31,2025     December 31,2025  
      RMB'000       RMB'000       USD'000       RMB'000       RMB'000       USD'000  
Share-based compensation expenses are included in the operating expenses as follows:                                                
Fulfillment expenses     22,747       15,862       2,268       84,079       68,092       9,737  
Marketing expenses     8,295       12,332       1,763       31,215       52,074       7,446  
Technology and content expenses     97,919       73,189       10,466       382,308       309,364       44,238  
General and administrative expenses     410,126       234,871       33,586       1,040,138       1,301,533       186,117  
Total     539,087       336,254       48,083       1,537,740       1,731,063       247,538  

 

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Vipshop Holdings Limited

Unaudited Condensed Consolidated Balance Sheets

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

 

    December 31,2024     December 31,2025     December 31,2025  
      RMB'000       RMB'000       USD'000  
ASSETS                        
CURRENT ASSETS                        
Cash and cash equivalents     26,352,161       22,990,435       3,287,588  
Restricted cash     602,342       1,132,729       161,978  
Short term investments     1,872,756       5,777,222       826,132  
Accounts receivable, net     915,158       889,220       127,157  
Amounts due from related parties,net     548,145       762,781       109,076  
Other receivables and prepayments,net     2,473,050       2,860,301       409,018  
Loan receivables,net     6,878       9,166       1,311  
Inventories     5,032,069       5,153,413       736,928  
Total current assets     37,802,559       39,575,267       5,659,188  
NON-CURRENT ASSETS                        
Property and equipment, net     18,292,771       18,311,533       2,618,514  
Deposits for property and equipment     164,955       6,420       918  
Land use rights, net     10,686,400       10,426,682       1,490,996  
Intangible assets, net     327,844       324,067       46,341  
Investment in equity method investees     2,002,043       3,136,784       448,554  
Other investments     3,355,489       4,800,356       686,442  
Other long-term assets     434,206       351,085       50,204  
Goodwill     755,213       755,213       107,994  
Deferred tax assets, net     681,029       757,113       108,266  
Operating lease right-of-use assets     433,617       398,798       57,027  
Total non-current assets     37,133,567       39,268,051       5,615,256  
TOTAL ASSETS     74,936,126       78,843,318       11,274,444  
LIABILITIES AND  EQUITY                        
CURRENT LIABILITIES                        
Short term loans     2,399,629       5,844,620       835,770  
Accounts payable     15,190,560       12,536,639       1,792,716  
Advance from customers     2,035,184       1,890,586       270,350  
Accrued expenses and other current liabilities     9,663,421       9,941,146       1,421,565  
Amounts due to related parties     104,187       101,782       14,555  
Deferred income     476,796       520,853       74,481  
Operating lease liabilities     57,224       47,458       6,786  
Total current liabilities     29,927,001       30,883,084       4,416,223  
NON-CURRENT LIABILITIES                        
Deferred tax liability     783,863       707,322       101,146  
Deferred income-non current     2,084,038       2,252,797       322,146  
Operating lease liabilities     591,995       556,951       79,643  
Total non-current liabilities     3,459,896       3,517,070       502,935  
TOTAL LIABILITIES     33,386,897       34,400,154       4,919,158  
EQUITY:                        
Total shareholders' equity (US$0.0001 par value, 500 million shares authorized, 110 million shares issued, and 95.8 million shares outstanding as of December 31, 2025) (4)     39,968,813       41,004,749       5,863,599  
Non-controlling interests     1,580,416       3,438,415       491,687  
Total shareholders' equity     41,549,229       44,443,164       6,355,286  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     74,936,126       78,843,318       11,274,444  

 

(4) The number of treasury stock as of December 31, 2025 was 14.3 million, all of which  are Class A ordinary shares repurchased under the share repurchase program.

 

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Vipshop Holdings Limited

Reconciliations of GAAP and Non-GAAP Results

 

    Three Months Ended     Twelve Months Ended  
    December 31,2024     December 31,2025     December 31,2025     December 31,2024     December 31,2025     December 31,2025  
      RMB'000       RMB'000       USD'000       RMB'000       RMB'000       USD'000  
Income from operations     2,851,228       2,898,846       414,531       9,173,253       8,135,946       1,163,426  
Share-based compensation expenses     539,087       336,254       48,083       1,537,740       1,731,063       247,538  
Non-GAAP income from operations     3,390,315       3,235,100       462,614       10,710,993       9,867,009       1,410,964  
                                                 
Net income attributable to Vipshop's shareholders     2,446,679       2,589,219       370,255       7,739,935       7,242,490       1,035,664  
Share-based compensation expenses     539,087       336,254       48,083       1,537,740       1,731,063       247,538  
Impairment loss of investments     3,000       -       -       61,246       15,450       2,209  
Investment gain and revaluation of investments excluding dividends     (72,130 )     (23,155 )     (3,311 )     (147,651 )     (143,865 )     (20,572 )
Reconciling items on the share of equity method investments(5)     101,478       (5,423 )     (775 )     31,753       89,639       12,818  
Tax effects on non-GAAP adjustments     (44,446 )     (38,864 )     (5,557 )     (190,476 )     (189,651 )     (27,120 )
Non-GAAP net income attributable to Vipshop's shareholders     2,973,668       2,858,031       408,695       9,032,547       8,745,126       1,250,537  
                                                 
(5) To exclude the GAAP to non-GAAP reconciling items relating to investment gain and revaluation of investments on the share of equity method investments.
                                                 
Shares used in calculating earnings per share:                                                
Weighted average number of Class A and Class B ordinary shares:                                                
—Basic     102,688,899       97,833,086       97,833,086       106,074,914       100,072,178       100,072,178  
—Diluted     104,300,280       101,068,594       101,068,594       107,855,806       102,383,890       102,383,890  
Non-GAAP net income per Class A and Class B ordinary share                                                
Non-GAAP net income attributable to Vipshop's shareholders——Basic     28.96       29.21       4.18       85.15       87.39       12.50  
Non-GAAP net income attributable to Vipshop's shareholders——Diluted     28.51       28.28       4.04       83.75       85.42       12.21  
                                                 
Non-GAAP net income per ADS (1 ordinary share equal to 5 ADSs)                                                
Non-GAAP net income attributable to Vipshop's shareholders——Basic     5.79       5.84       0.84       17.03       17.48       2.50  
Non-GAAP net income attributable to Vipshop's shareholders——Diluted     5.70       5.66       0.81       16.75       17.08       2.44  

 

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