F-1MEF 1 a13-5460_7f1mef.htm F-1MEF

 

As filed with the Securities and Exchange Commission on March 14, 2013

REGISTRATION NO. 333-           

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Vipshop Holdings Limited

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

 

Cayman Islands
(State or other jurisdiction of
incorporation or organization)

 

5961
(Primary Standard Industrial
Classification Code Number)

 

Not Applicable
(I.R.S. Employer
Identification Number)

 

No. 20 Huahai Street,

Liwan District, Guangzhou 510370

The People’s Republic of China

+86 (20) 2233-0000

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

 

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

(212) 750-6474

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

 

 

Copies to:

 

Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700

 

Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP
c/o ICBC Tower, 35/F
3 Garden Road, Central
Hong Kong
+852 2514-7600

 

 

Approximate date of commencement of proposed sale to the public:

as soon as practicable after the effective date of this registration statement

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-186781

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities
to be registered(1)

 

 

Amount to be
registered(2)

 

 

Proposed maximum
offering price per
ordinary share(3)

 

 

Proposed maximum
aggregate offering
price(3)

 

 

Amount of
registration fee

 

Ordinary shares, par value US$0.0001 per share

 

 

2,760,000

 

 

US$12.61

 

 

US$34,803,600

 

 

US$4,748

 

 

(1)           American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-180029). Each American depositary share represents two ordinary shares.

(2)           Includes ordinary shares that are issuable upon the exercise of the underwriters’ option to purchase additional shares. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(3)           Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low trading prices on March 13, 2013 of the Registrant’s American depositary shares listed on the New York Stock Exchange, each representing two ordinary shares of the Registrant.

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-186781) initially filed by Vipshop Holdings Limited (the “Company”) with the Securities and Exchange Commission (the “Commission”) on February 21, 2013, which was declared effective by the Commission on March 13, 2013, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

 

The required opinions and consents are listed on an Exhibit Index attached hereto.

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, People’s Republic of China, on March 14, 2013.

 

 

Vipshop Holdings Limited

 

 

 

 

By:

/s/ Eric Ya Shen

 

 

Name: Eric Ya Shen

 

 

Title: Chief Executive Officer

 


 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on March 14, 2013.

 

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)

 

 

 

*

 

Director

Arthur Xiaobo Hong

 

 

 

 

 

*

 

Director

Bin Wu

 

 

 

 

 

*

 

Director

Jacky Xu

 

 

 

 

 

*

 

Director

Xing Liu

 

 

 

 

 

*

 

Director

Xing Peng

 

 

 

 

 

*

 

Director

Frank Lin

 

 

 

 

 

*

 

Director

Nanyan Zheng

 

 

 

 

 

*

 

Director

Kathleen Chien

 

 

 

 

*By:

/s/ Eric Ya Shen

 

 

 

Name: Eric Ya Shen

 

 

 

Attorney-in-Fact

 

 

 


 

Signature of authorized representative in the United States

 

Pursuant to the Securities Act, 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 March 14, 2013.

 

 

Authorized U.S. Representative

 

 

 

 

 

 

 

By:

/s/ Diana Arias

 

 

Name: Diana Arias

 

 

Title: Senior Manager

 

 

 

 

 

Law Debenture Corporate Service Inc.

 


 

Vipshop Holdings Limited

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Document

5.1

 

Opinion of Travers Thorp Alberga, the Cayman Islands legal counsel to the Registrant, regarding the validity of the ordinary shares being registered

23.1

 

Consent of Deloitte Touche Tohmatsu

23.2

 

Consent of Travers Thorp Alberga (included in Exhibit 5.1)

24.1

 

Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of Vipshop Holdings Limited (File No. 333-186781) initially filed with the Securities and Exchange Commission on February 21, 2013)