REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Class A ordinary shares, par value $0.0001 per share |
|
| ||
Class A ordinary shares, par value $0.0001 per share* |
* |
Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange. |
|
☒ |
Accelerated Filer |
☐ |
Non-Accelerated Filer |
☐ | |||||
Emerging Growth Company |
|
† |
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. |
☒ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
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3 |
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ITEM 2. |
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ITEM 3. |
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ITEM 4. |
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ITEM 4A. |
76 |
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ITEM 5. |
76 |
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ITEM 6. |
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ITEM 7. |
111 |
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123 |
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126 |
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ITEM 14. |
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ITEM 15. |
126 |
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ITEM 16A. |
127 |
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ITEM 16B. |
127 |
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ITEM 16C. |
127 |
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ITEM 16D. |
128 |
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ITEM 16E. |
128 |
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ITEM 16F. |
128 |
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ITEM 16G. |
128 |
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ITEM 16H. |
128 |
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129 |
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ITEM 17. |
129 |
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ITEM 18. |
129 |
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ITEM 19. |
129 |
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132 |
• | “active customers” refers to registered members who have purchased from our online sales business or our online marketplace platforms at least once during the relevant period; |
• | “ADSs” refers to the American depositary shares, each of which represents 0.2 Class A ordinary shares of our company, par value US$0.0001 per share; |
• | “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong, and Macau; |
• | “cumulative customers” refers to all customers who had purchased products from our Vipshop Online Platform at least once during the period from our inception on August 22, 2008 to a specified date; |
• | “daily unique visitors” or “monthly unique visitors” refers to the number of different IP addresses from which our Vipshop Online Platform is visited during a given day or a given month, respectively; |
• | “GMV” refers to gross merchandise value, the total Renminbi value of all products and services sold through our online sales business, online marketplace platform, offline stores, and Shan Shan Outlets during the relevant period, including our websites and mobile apps, third-party websites and mobile apps, Vipshop offline stores and Vipmaxx offline stores (since 2019), and Shan Shan Outlets (since we acquired it in July 2019), which were fulfilled by either our company or our third-party merchants, regardless of whether or not the goods were delivered or returned. GMV includes shipping charges paid by buyers to sellers. For prudent considerations, we do not consider products or services to be sold if the relevant orders were placed and canceled pre-shipment and only included orders that left our or other third-party vendors’ warehouses; |
• | a “registered member” refers to any consumer who has registered and created an account with us; |
• | “Renminbi” or “RMB” refers to the legal currency of China, and “US$” or “U.S. dollars” refers to the legal currency of the United States; |
• | “repeat customers” refers to, for a given period, any customer who (i) is an active customer during such period, and (ii) had purchased products from us or our online marketplace platforms at least twice during the period from our inception on August 22, 2008 to the end of such period. Orders placed by a repeat customer during a given period include all orders placed by the customer during such period even if the customer made the first purchase from us in the same period; |
• | “shares” or “ordinary shares” refers to our ordinary shares, which include both Class A ordinary shares and Class B ordinary shares, par value US$0.0001 per share; |
• | “total orders” refers to the total number of orders placed during the relevant period, including the orders for products and services sold through our online sales business and on our online marketplace platforms (excluding, for the avoidance of doubt, orders from our offline stores and outlets), net of orders returned; |
• | “Vipshop Online Platform” refers to our Vipshop App mobile application, Vipshop WeChat Mini-Program, and our vip.com |
• | “we,” “us,” or “our company” refers to Vipshop Holdings Limited and its subsidiaries and consolidated affiliated entities. |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
A. |
Selected Financial Data |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in thousands, except percentages, number of shares, and per share and per ADS data) |
||||||||||||||||||||||||
Selected Consolidated Statements of Income Data: |
||||||||||||||||||||||||
Product revenues |
39,409,961 |
55,281,900 |
71,171,653 |
81,510,275 |
88,721,311 |
12,744,019 |
||||||||||||||||||
Other revenues |
793,251 |
1,309,402 |
1,740,660 |
3,013,673 |
4,273,107 |
613,793 |
||||||||||||||||||
Total net revenues |
40,203,212 |
56,591,302 |
72,912,313 |
84,523,948 |
92,994,418 |
13,357,812 |
||||||||||||||||||
Cost of revenues (1) |
(30,306,723 |
) | (42,994,688 |
) | (56,618,471 |
) | (67,454,981 |
) | (72,314,190 |
) | (10,387,283 |
) | ||||||||||||
Gross profit |
9,896,489 |
13,596,614 |
16,293,842 |
17,068,967 |
20,680,228 |
2,970,529 |
||||||||||||||||||
Operating expenses (2) |
||||||||||||||||||||||||
—Fulfillment expenses (3) |
(3,667,031 |
) | (4,904,526 |
) | (6,899,654 |
) | (7,489,393 |
) | (7,317,706 |
) | (1,051,123 |
) | ||||||||||||
—Marketing expenses |
(2,089,348 |
) | (2,837,680 |
) | (2,978,621 |
) | (3,240,450 |
) | (3,323,927 |
) | (477,452 |
) | ||||||||||||
—Technology and content expenses |
(1,076,520 |
) | (1,563,582 |
) | (1,808,452 |
) | (2,000,894 |
) | (1,568,107 |
) | (225,244 |
) | ||||||||||||
—General and administrative expenses |
(1,301,472 |
) | (1,941,146 |
) | (2,447,724 |
) | (2,674,179 |
) | (4,064,264 |
) | (583,795 |
) | ||||||||||||
—Goodwill impairment loss |
— |
— |
— |
— |
(278,263 |
) | (39,970 |
) | ||||||||||||||||
Total operating expenses |
(8,134,371 |
) | (11,246,934 |
) | (14,134,451 |
) | (15,404,916 |
) | (16,552,267 |
) | (2,377,584 |
) | ||||||||||||
Other operating income |
308,431 |
358,029 |
531,055 |
757,062 |
645,413 |
92,708 |
||||||||||||||||||
Income from operations |
2,070,549 |
2,707,709 |
2,690,446 |
2,421,113 |
4,773,374 |
685,653 |
||||||||||||||||||
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in thousands, except percentages, number of shares, and per share and per ADS data) |
||||||||||||||||||||||||
Income before income taxes and share of (loss)/gain of equity method investees |
2,050,520 |
2,666,084 |
2,540,853 |
2,747,075 |
4,942,805 |
709,990 |
||||||||||||||||||
Income tax expenses |
(457,745 |
) | (601,828 |
) | (626,140 |
) | (566,604 |
) | (983,554 |
) | (141,279 |
) | ||||||||||||
Share of (loss)/gain of equity method investees |
(84,063 |
) | (71,489 |
) | (22,280 |
) | (46,999 |
) | 27,182 |
3,904 |
||||||||||||||
Net income |
1,508,712 |
1,992,767 |
1,892,433 |
2,133,472 |
3,986,433 |
572,615 |
||||||||||||||||||
Net loss/(income) attributable to non-controlling interests |
80,953 |
44,050 |
57,222 |
(4,685 |
) | 30,399 |
4,367 |
|||||||||||||||||
Net income attributable to our shareholders |
1,589,665 |
2,036,817 |
1,949,655 |
2,128,787 |
4,016,832 |
576,982 |
||||||||||||||||||
Shares used in calculating earnings per share |
||||||||||||||||||||||||
Class A and Class B ordinary shares: |
||||||||||||||||||||||||
—Basic |
115,736,092 |
115,958,088 |
117,554,229 |
132,266,157 |
133,524,129 |
133,524,129 |
||||||||||||||||||
—Diluted |
120,168,063 |
125,817,183 |
125,715,833 |
140,083,610 |
136,081,415 |
136,081,415 |
||||||||||||||||||
Net earnings per Class A and Class B ordinary share |
||||||||||||||||||||||||
Net income attributable to our shareholders—Basic |
13.74 |
17.57 |
16.59 |
16.09 |
30.08 |
4.32 |
||||||||||||||||||
Net income attributable to our shareholders—Diluted |
13.23 |
16.86 |
15.94 |
15.61 |
29.58 |
4.25 |
||||||||||||||||||
Net earnings per ADS (1 Class A ordinary share equals 5 ADSs) |
||||||||||||||||||||||||
—Basic |
2.75 |
3.51 |
3.32 |
3.22 |
6.02 |
0.86 |
||||||||||||||||||
—Diluted |
2.65 |
3.37 |
3.19 |
3.12 |
5.92 |
0.85 |
(1) | Excludes shipping and handling expenses, and includes inventory write-down that amounted to RMB293.9 million, RMB303.2 million, RMB206.7 million, RMB440.8 million, and RMB347.5 million (US$49.9 million) for the years ended December 31, 2015, 2016, 2017, 2018, and 2019, respectively. |
(2) | Include share-based compensation expenses as follows: |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
Fulfillment expenses |
(18,665 |
) | (38,428 |
) | (73,235 |
) | (73,151 |
) | (112,683 |
) | (16,186 |
) | ||||||||||||
Marketing expenses |
(19,938 |
) | (38,459 |
) | (40,364 |
) | (41,063 |
) | (35,038 |
(5,033 |
) | |||||||||||||
Technology and content expenses |
(126,274 |
) | (183,122 |
) | (206,073 |
) | (203,594 |
) | (180,493 |
) | (25,926 |
) | ||||||||||||
General and administrative expenses |
(138,064 |
) | (215,644 |
) | (347,426 |
) | (353,402 |
) | (359,869 |
) | (51,692 |
) | ||||||||||||
Total |
(302,941 |
) | (475,653 |
) | (667,098 |
) | (671,210 |
) | (688,083 |
) | (98,837 |
) | ||||||||||||
(3) | Include shipping and handling expenses, which amounted to RMB1.71 billion, RMB2.58 billion, RMB3.83 billion, RMB4.50 billion, and RMB4.63 billion (US$665.4 million) for the years ended December 31, 2015, 2016, 2017, 2018, and 2019, respectively. |
As of December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
Selected Consolidated Balance Sheets Data: |
||||||||||||||||||||||||
Cash, cash equivalents and restricted cash |
3,324,384 |
4,109,577 |
10,221,992 |
10,038,472 |
7,719,285 |
1,108,805 |
||||||||||||||||||
Total current assets |
12,153,276 |
14,580,872 |
25,916,138 |
27,325,637 |
23,028,041 |
3,307,771 |
||||||||||||||||||
Total assets |
20,035,522 |
25,094,453 |
37,982,820 |
43,562,663 |
48,582,678 |
6,978,465 |
||||||||||||||||||
Total liabilities |
16,422,255 |
19,312,649 |
23,732,244 |
26,351,870 |
26,332,981 |
3,782,496 |
||||||||||||||||||
Total shareholders’ equity |
3,613,267 |
5,781,804 |
14,250,576 |
17,210,793 |
22,249,697 |
3,195,969 |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | provide satisfactory user experience as consumer preferences evolve and as we expand into new product categories; |
• | offer desirable branded merchandises at appealing discounts on a daily basis; |
• | increase brand awareness among existing and potential customers through various marketing and promotional activities and word-of-mouth referrals; |
• | maintain the popularity, attractiveness, and quality of the products that we offer; |
• | maintain the efficiency, reliability, and quality of our fulfillment services; and |
• | preserve our reputation and goodwill in the event of any negative media publicity on Internet security, product quality, or authenticity issues affecting us or other online retail businesses in China. |
• | ability to identify products in demand among consumers and source these products on favorable terms from brand suppliers; |
• | focus on and expertise in the apparel category; |
• | ability to offer a curated selection of products catering to consumer preferences; |
• | pricing; |
• | breadth and quality of product offerings; |
• | platform features; |
• | customer service and fulfillment capabilities; and |
• | reputation among consumers and brands. |
• | We only have contractual control over our Vipshop Online Platform and other platforms in China. We do not directly own our platform through our subsidiaries due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including Internet content provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us. |
• | There are uncertainties relating to the regulation of the Internet-related businesses in China, including evolving requirements for licenses and permits. Some of our licenses, permits, or operations may be subject to challenge by the PRC government, or we may fail to obtain licenses or permits that may be deemed necessary for our operations or we may not be able to obtain or renew certain licenses or permits. If we fail to maintain any of these required licenses or permits, we may be subject to various penalties, including fines and discontinuation of or restriction on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations. |
• | New laws and regulations may be promulgated to regulate Internet-related businesses in China, including online retail businesses and Internet finance businesses. Additional licenses or permits may be required for or stricter supervision may be imposed on our Internet-related businesses. If our operations do not comply with these new laws and regulations after they become effective, or if we fail to obtain any licenses or permits required under these new laws and regulations, we could be subject to penalties. We cannot assure you that we will be able to obtain all licenses and permits required for Internet-related businesses in a timely manner, or at all. |
• | actual or anticipated fluctuations in our quarterly results of operations and changes of our expected results; |
• | announcements by us or our competitors of new services, acquisitions, strategic relationships, joint ventures or capital investments; |
• | additions to or departures of our senior management personnel; |
• | detrimental negative publicity about us, our competitors or our industry; |
• | changes in financial estimates by securities research analysts; |
• | regulatory developments affecting us, our brand partners or our industry; |
• | changes in the economic performance or market valuations of other Internet, e-commerce or online retail companies in China; |
• | changes in major business terms between our brand suppliers and us; |
• | fluctuations of exchange rates between the Renminbi and the U.S. dollar; |
• | release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and |
• | sales or perceived potential sales of additional equity securities or ADSs. |
ITEM 4. |
INFORMATION ON THE COMPANY |
A. | History and Development of the Company |
• | Vipshop (Kunshan) E-Commerce Co., Ltd., or Vipshop Kunshan; |
• | Vipshop (Jianyang) E-Commerce Co., Ltd., or Vipshop Jianyang; |
• | Vipshop (Zhaoqing) E-Commerce Co., Ltd., or Vipshop Zhaoqing; |
• | Vipshop (Tianjin) E-Commerce Co., Ltd. or Vipshop Tianjin; |
• | Vipshop (Hubei) E-Commerce Co., Ltd., Vipshop Hubei; and |
• | Chongqing Vipshop E-Commerce Co., Ltd., or Vipshop Chongqing. |
B. | Business Overview |
• | Browsing. |
• | Daily Sales Events. |
• | Ordering. “check-out” button, and first-time shoppers are prompted to supply shipping details and payment details, while repeat customers can access their preferred checkout options after logging on to their Vipshop member accounts. Our members can track the status of their purchases and available credits online through their Vipshop member accounts. Customers can always access our customer service representatives online or by phone for assistance during service time while they are shopping or after the order has been placed. |
Product Category |
Product Description | |
Womenswear |
Women’s apparel, featuring a variety of apparel and styles for different age groups, including casual wear, jeans, dresses, outerwear, swimsuits, lingerie, pajamas, and maternity clothes. | |
Menswear |
Men’s apparel, featuring a variety of apparel and styles for different age groups, including casual and smart-casual T-shirts, stylish polo shirts, jackets, pants, and underwear. | |
Footwear |
Shoes for women and men designed in a variety of styles, for both casual and formal occasions. | |
Accessories |
Fashion accessories in various styles and materials for women and men, including belts, jewelry, watches, and glasses complementing our apparel offerings. | |
Handbags |
Purses, satchels, duffel bags and wallets in many colors, styles, and materials. | |
Children |
Apparel, gear and accessories, furnishings and decor, toys and games for boys, girls, infants and toddlers. | |
Sportswear and sporting goods |
Sportswear, sports gear and footwear for tennis, badminton, soccer, swimming, and other sporting activities. | |
Consumer electronic products |
Consumer electronic products, covering a wide range of demands, including computers, cell phones, digital cameras, and major home appliances. | |
Cosmetics |
High-quality, affordable skin care and cosmetic products, including cleansers, lotions, face and body creams, face masks, sunscreen, foundations, lipsticks, eye shadows and other cosmetics. | |
Home goods and other lifestyle products |
Home goods with an extensive selection of home furnishings, including bed and bath products, home decor, dining and tabletop items, and small household appliances. | |
Luxury goods |
Luxury or premium designer apparel, footwear, and accessories. | |
Gifts and miscellaneous |
Snacks, health supplements and occasion-based gifts, such as chocolates, moon-cakes, and tea. |
• | ability to identify products in demand among consumers and source these products on favorable terms from brands; |
• | focus on and expertise in the apparel category; |
• | ability to offer a curated selection of products catering to consumer preferences; |
• | pricing; |
• | breadth and quality of product offerings; |
• | platform features; |
• | customer service and fulfillment capabilities; and |
• | reputation among consumers and brands. |
C. | Organizational Structure |
(1) | Shareholders of Vipshop E-Commerce include our co-founders and shareholders Eric Ya Shen and Arthur Xiaobo Hong, holding 66.7% and 33.3% of the total equity interests in Vipshop E-Commerce, respectively. |
(2) | A subsidiary primarily engaged in warehousing, logistics, product procurement, research and development, technology development, and consulting businesses. |
(3) | Subsidiaries primarily engaged in product procurement business. |
(4) | Subsidiaries primarily engaged in retail businesses in the cities of Jianyang, Kunshan, Tianjin, Zhaoqing, and Ezhou, and the regions around them. |
(5) | A subsidiary primarily engaged in software development and information technology support. |
• | exercise effective control over our consolidated affiliated entities; |
• | receive substantially all of the economic benefits of our consolidated affiliated entities through service fees, which are equal to 100% of our consolidated affiliated entities’ net income and may be adjusted at our PRC subsidiaries’ sole discretion, in consideration for the technical and consulting services provided by our PRC subsidiaries; and |
• | have an exclusive option to purchase, or designate one or more person(s) to purchase, all of the equity interests in our consolidated affiliated entities to the extent permitted under PRC laws, regulations and legal procedures. |
• | Eric Ya Shen and Arthur Xiaobo Hong hold 66.7% and 33.3% of Vipshop E-Commerce, respectively; |
• | Eric Ya Shen and Arthur Xiaobo Hong hold 99.2% and 0.8% of Vipshop Information, respectively; |
• | Eric Ya Shen and Arthur Xiaobo Hong hold 65% and 35% of Pin Jun Tong, respectively; |
• | Eric Ya Shen and Zhihui Yu hold 75% and 25% of Tianjin Pinjian, respectively. |
• | as of the date of this annual report, the ownership structures of our PRC subsidiaries and our consolidated affiliated entities, as described in this annual report, comply with all PRC laws and regulations currently in effect; |
• | as of the date of this annual report, the contractual arrangements among our PRC subsidiaries, our consolidated affiliated entities and their respective shareholders that are governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect; and |
• | as of the date of this annual report, each of our PRC subsidiaries and our consolidated affiliated entities, as described in this annual report, (i) has all necessary corporate power and authority to conduct its business as described in its business scope under its business license; (ii) has its business license in full force and effect; and (iii) is capable of suing and being sued and may be the subject of any legal proceedings in PRC courts. To the best of Han Kun Law Offices’ knowledge after due inquires, none of our PRC subsidiaries, our consolidated affiliated entities or their respective assets is entitled to any immunity, on the grounds of sovereignty, from any action, suit or other legal proceedings; or from enforcement, execution or attachment. |
D. | Property, Plants and Equipment |
Location/Business |
Space |
Usage of Property | ||||
(in square meters) |
||||||
Guangzhou—Owned |
168,519 |
Office space | ||||
Guangzhou—Leased |
50,555 |
Office space | ||||
Shanghai—Owned |
18,385 |
Office space | ||||
Shanghai—Leased |
110 |
Office space | ||||
Beijing—Leased |
25 |
Office space | ||||
Other cities in China—Leased |
871 |
Office space | ||||
Sub-total |
238,465 |
|||||
China Domestic—Owned (1) |
2,634,365 |
Logistics centers | ||||
China Domestic—Leased (1) |
442,498 |
Logistics centers | ||||
Cross Border (2) |
30,369 |
Logistics centers | ||||
Sub-total |
3,107,232 |
|||||
China Domestic—Owned |
582,056 |
Retail property for Shan Shan Outlets | ||||
China Domestic—Leased |
3,395 |
Office space and warehouses for Shan Shan Outlets | ||||
Sub-total |
585,451 |
|||||
China Domestic—Leased |
254,667 |
Retail property for Vipshop offline stores | ||||
China Domestic—Leased |
70,338 |
Retail property for Vipmaxx offline stores | ||||
Sub-total |
325,005 |
(1) | Includes bonded warehouses under customs supervision in mainland China. |
(2) | Includes overseas warehouses for our cross-border business. |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
A. | Operating Results |
For the Year Ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
Total net revenue (RMB in thousands) |
72,912,313 |
84,523,948 |
92,994,418 |
|||||||||
Active customers (in thousands) |
57,800 |
60,500 |
69,000 |
|||||||||
Total orders (in thousands) |
335,000 |
437,400 |
566,300 |
|||||||||
Average orders per active customer |
5.8 |
7.2 |
8.2 |
|||||||||
GMV (RMB in billions) |
108.4 |
131.0 |
148.2 |
For the year ended December 31, |
||||||||||||||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||||||||||||||
RMB’000 |
% |
RMB’000 |
% |
RMB’000 |
US$’000 |
% |
||||||||||||||||||||||
Fulfillment expenses |
6,899,654 |
9.5 |
7,489,393 |
8.8 |
7,317,706 |
1,051,123 |
7.9 |
|||||||||||||||||||||
Marketing expenses |
2,978,621 |
4.1 |
3,240,450 |
3.8 |
3,323,927 |
477,452 |
3.6 |
|||||||||||||||||||||
Technology and content expenses |
1,808,452 |
2.5 |
2,000,894 |
2.4 |
1,568,107 |
225,244 |
1.7 |
|||||||||||||||||||||
General and administrative expenses |
2,447,724 |
3.3 |
2,674,179 |
3.2 |
4,064,264 |
583,795 |
4.4 |
|||||||||||||||||||||
Goodwill impairment loss |
— |
— |
— |
— |
278,263 |
39,970 |
0.2 |
|||||||||||||||||||||
Total operating expenses |
14,134,451 |
19.4 |
15,404,916 |
18.2 |
16,552,267 |
2,377,584 |
17.8 |
|||||||||||||||||||||
For the Year Ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Product revenues |
71,171,653 |
81,510,275 |
88,721,311 |
12,744,019 |
||||||||||||
Other revenues |
1,740,660 |
3,013,673 |
4,273,107 |
613,793 |
||||||||||||
Total net revenues |
72,912,313 |
84,523,948 |
92,994,418 |
13,357,812 |
||||||||||||
Cost of revenues (1) |
(56,618,471 |
) | (67,454,981 |
) | (72,314,190 |
) | (10,387,283 |
) | ||||||||
Gross profit |
16,293,842 |
17,068,967 |
20,680,228 |
2,970,529 |
||||||||||||
Operating expenses (2) |
||||||||||||||||
—Fulfillment expenses (3) |
(6,899,654 |
) | (7,489,393 |
) | (7,317,706 |
) | (1,051,123 |
) | ||||||||
—Marketing expenses |
(2,978,621 |
) | (3,240,450 |
) | (3,323,927 |
) | (477,452 |
) | ||||||||
—Technology and content expenses |
(1,808,452 |
) | (2,000,894 |
) | (1,568,107 |
) | (225,244 |
) | ||||||||
—General and administrative expenses |
(2,447,724 |
) | (2,674,179 |
) | (4,064,264 |
) | (583,795 |
) | ||||||||
—Goodwill impairment loss |
— |
— |
(278,263 |
) | (39,970 |
) | ||||||||||
Total operating expenses |
(14,134,451 |
) | (15,404,916 |
) | (16,552,267 |
) | (2,377,584 |
) | ||||||||
Other operating income |
531,055 |
757,062 |
645,413 |
92,708 |
||||||||||||
Income from operations |
2,690,446 |
2,421,113 |
4,773,374 |
685,653 |
||||||||||||
Impairment loss of investments |
(133,026 |
) | (20,073 |
) | (127,589 |
) | (18,327 |
) | ||||||||
Interest expense |
(82,435 |
) | (159,744 |
) | (86,004 |
) | (12,354 |
) | ||||||||
Interest income |
101,125 |
242,872 |
217,027 |
31,174 |
||||||||||||
Exchange (loss)/gain |
(90,872 |
) | 71,065 |
(935 |
) | (134 |
) | |||||||||
Investment gain and revaluation of investments |
55,615 |
191,842 |
166,932 |
23,978 |
||||||||||||
Income before income taxes and share of (loss)/gain of equity method investees |
2,540,853 |
2,747,075 |
4,942,805 |
709,990 |
||||||||||||
Income tax expenses |
(626,140 |
) | (566,604 |
) | (983,554 |
) | (141,279 |
) | ||||||||
Share of (loss)/gain of equity method investees |
(22,280 |
) | (46,999 |
) | 27,182 |
3,904 |
||||||||||
Net income |
1,892,433 |
2,133,472 |
3,986,433 |
572,615 |
||||||||||||
Net loss/(income) attributable to non-controlling interests |
57,222 |
(4,685 |
) | 30,399 |
4,367 |
|||||||||||
Net income attributable to our shareholders |
1,949,655 |
2,128,787 |
4,016,832 |
576,982 |
||||||||||||
(1) | Excludes shipping and handling expenses, and includes inventory write-down which amounted to RMB206.7 million, RMB440.8 million, and RMB347.5 million (US$49.9 million) in the years ended December 31, 2017, 2018, and 2019, respectively. |
(2) | Include share-based compensation expenses as set forth below: |
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Fulfillment expenses |
(73,235 |
) | (73,151 |
) | (112,683 |
) | (16,186 |
) | ||||||||
Marketing expenses |
(40,364 |
) | (41,063 |
) | (35,038 |
) | (5,033 |
) | ||||||||
Technology and content expenses |
(206,073 |
) | (203,594 |
) | (180,493 |
) | (25,926 |
) | ||||||||
General and administrative expenses |
(347,426 |
) | (353,402 |
) | (359,869 |
) | (51,692 |
) | ||||||||
Total |
(667,098 |
) | (671,210 |
) | (688,083 |
) | (98,837 |
) | ||||||||
(3) | Include shipping and handling expenses, which amounted to RMB3.83 billion, RMB4.50 billion, and RMB4.63 billion (US$665.4 million) in the years ended December 31, 2017, 2018, and 2019, respectively. |
For the Year Ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Segment Net Revenues |
||||||||||||
Vip.com |
72,875,234 |
84,159,609 |
91,435,282 |
|||||||||
Shan Shan Outlets |
— |
— |
245,817 |
|||||||||
Others |
249,726 |
753,752 |
2,638,702 |
|||||||||
Inter-segment revenues (1) |
(212,647 |
) | (389,413 |
) | (1,325,383 |
) | ||||||
Total |
72,912,313 |
84,523,948 |
92,994,418 |
|||||||||
Segment Income/(Loss) from Operations |
||||||||||||
Vip.com |
4,063,238 |
3,353,658 |
5,267,814 |
|||||||||
Shan Shan Outlets |
— |
— |
6,255 |
|||||||||
Others |
(366,025 |
) | (215,459 |
) | 227,719 |
|||||||
Unallocated expenses (2) |
(1,006,767 |
) | (717,086 |
) | (728,414 |
) | ||||||
Total |
2,690,446 |
2,421,113 |
4,773,374 |
|||||||||
(1) | Inter-segment revenues mainly consist of payment processing, financing services provided by the Internet finance business to Vip.com, promotion services provided by Vip.com to Internet finance business and internal procurement between offline shops and Vip.com. |
(2) | Unallocated expenses include share-based compensation and amortization of intangible assets resulting from business acquisitions, which are not allocated to segments. |
For the Year Ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Segment Interest Income |
||||||||||||
Vip.com |
192,052 |
232,494 |
167,550 |
|||||||||
Shan Shan Outlets |
— |
— |
11,746 |
|||||||||
Others |
4,252 |
36,946 |
54,765 |
|||||||||
Inter-segment interest income |
(95,179 |
) | (26,568 |
) | (17,034 |
) | ||||||
Total |
101,125 |
242,872 |
217,027 |
|||||||||
Segment Interest Expense |
||||||||||||
Vip.com |
(55,821 |
) | (103,504 |
) | (42,424 |
) | ||||||
Shan Shan Outlets |
— |
— |
(8,989 |
) | ||||||||
Others |
(121,793 |
) | (82,808 |
) | (51,625 |
) | ||||||
inter-segment interest expense |
95,179 |
26,568 |
17,034 |
|||||||||
Total |
(82,435 |
) | (159,744 |
) | (86,004 |
) | ||||||
For the Year Ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Segment Assets |
||||||||||||
Vip.com |
30,158,119 |
34,867,619 |
37,727,525 |
|||||||||
Shan Shan Outlets |
— |
— |
5,732,260 |
|||||||||
Others |
7,824,701 |
8,695,044 |
5,122,893 |
|||||||||
Total |
37,982,820 |
43,562,663 |
48,582,678 |
|||||||||
• | Non-returnable Goods. non-returnable goods if assessed to be needed based on the factors mentioned above. |
• | Returnable Goods. |
• | Fulfillment expenses . in-house delivery to outsourcing all the deliveries of our orders to third-party delivery partners with national coverage in November 2019. |
• | Marketing expenses . |
• | Technology and content expenses . |
• | General and administrative expenses |
• | Goodwill impairment loss |
• | Non-returnable Goods non-returnable goods if assessed to be needed based on the factors mentioned above. |
• | Returnable Goods |
• | Fulfillment expenses |
• | Marketing expenses |
• | Technology and content expenses |
• | General and administrative expenses |
B. | Liquidity and Capital Resources |
As of December 31, |
||||||||||||||||||||||||||||||||
2018 |
2019 |
|||||||||||||||||||||||||||||||
Subsidiaries in PRC (1) |
Subsidiaries in HK and Other Regions |
Subsidiary in USA |
Total |
Subsidiaries in PRC (1) |
Subsidiaries in HK and Other Regions |
Subsidiary in USA |
Total |
|||||||||||||||||||||||||
Currency Denomination |
RMB’000 |
|||||||||||||||||||||||||||||||
RMB |
7,419,634 |
107,609 |
— |
7,527,243 |
10,441,474 |
177,069 |
— |
10,618,543 |
||||||||||||||||||||||||
US$ |
54,912 |
4,724,836 |
15,522 |
4,795,270 |
36,452 |
46,044 |
5,686 |
88,182 |
||||||||||||||||||||||||
Others |
7,396 |
29,807 |
— |
37,203 |
— |
65,286 |
— |
65,286 |
||||||||||||||||||||||||
Total |
7,481,942 |
4,862,252 |
15,522 |
12,359,716 |
10,477,926 |
288,399 |
5,686 |
10,772,011 |
||||||||||||||||||||||||
(1) | Also include our consolidated affiliated entities in China. |
As of December 31, |
||||||||||||
2018 |
2019 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
(in thousands) |
||||||||||||
Cash, Cash Equivalents and Restricted Cash |
||||||||||||
Consolidated affiliated entities |
2,583,412 |
5,173,333 |
743,103 |
|||||||||
Subsidiaries in China |
3,976,639 |
2,251,867 |
323,460 |
|||||||||
Total |
6,560,051 |
7,425,200 |
1,066,563 |
|||||||||
As of December 31, |
||||||||||||
2018 |
2019 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
(in thousands) |
||||||||||||
Short-term Investments: |
||||||||||||
Consolidated affiliated entities |
— |
2,300,014 |
330,377 |
|||||||||
Subsidiaries in China |
912,027 |
752,712 |
108,120 |
|||||||||
Total |
912,027 |
3,052,726 |
438,497 |
|||||||||
For the Year Ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash from operating activities |
981,251 |
5,745,748 |
12,290,183 |
1,765,374 |
||||||||||||
Net cash used in investing activities |
(2,032,606 |
) | (6,693,812 |
) | (8,240,560 |
) | (1,183,684 |
) | ||||||||
Net cash provided by/(used in) financing activities |
7,169,824 |
586,968 |
(6,256,700 |
) | (898,718 |
) | ||||||||||
Effect of exchange rate changes |
(6,054 |
) | 177,576 |
(112,110 |
) | (16,103 |
) | |||||||||
Cash, cash equivalents and restricted cash at beginning of year |
4,109,577 |
10,221,992 |
10,038,472 |
1,441,936 |
||||||||||||
Cash, cash equivalents and restricted cash at end of year |
10,221,992 |
10,038,472 |
7,719,285 |
1,108,805 |
C. |
Research and Development, Patents and Licenses, etc. |
D. |
Trend Information |
E. |
Off-Balance Sheet Arrangements |
F. |
Tabular Disclosure of Contractual Obligations |
Payment Due by Period |
||||||||||||||||||||
Total |
Less than 1 year |
1 – 3 years |
3 – 5 years |
More than 5 years |
||||||||||||||||
(in RMB’000) |
||||||||||||||||||||
Operating lease obligations |
2,037,262 |
420,840 |
836,331 |
629,682 |
150,409 |
|||||||||||||||
Purchase obligations |
1,981,152 |
1,874,910 |
103,642 |
2,600 |
— |
|||||||||||||||
Purchase of services |
390,378 |
130,126 |
260,252 |
— |
— |
|||||||||||||||
Short term loans (included interests) |
1,123,627 |
1,123,627 |
— |
— |
— |
|||||||||||||||
Long term loans (included interests) |
77,117 |
2,892 |
23,549 |
25,020 |
25,656 |
|||||||||||||||
Consideration payable |
25,000 |
25,000 |
— |
— |
— |
G. |
Safe Harbor |
• | our goals and strategies; |
• | our future business development, results of operations and financial condition; |
• | the expected growth of the online discount retail market in China; |
• | our ability to attract customers and brand partners and further enhance our brand recognition; |
• | our expectations regarding demand for and market acceptance of flash sales products and services; |
• | competition in our industry; |
• | fluctuations in general economic and business conditions in China; and |
• | assumptions underlying or related to any of the foregoing. |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and Senior Management |
Directors and Executive Officers |
Age |
Position/Title | ||||
Eric Ya Shen |
48 |
Chairman of the Board of Directors, Chief Executive Officer | ||||
Arthur Xiaobo Hong |
47 |
Vice Chairman of the Board of Directors, Chief Operating Officer | ||||
Martin Chi Ping Lau |
47 |
Director | ||||
Jacky Yu Xu |
48 |
Director | ||||
Chun Liu (1) |
52 |
Independent Director | ||||
Frank Lin (2) |
55 |
Independent Director | ||||
Xing Liu (3) |
49 |
Independent Director | ||||
Kathleen Chien (1)(2)(3) |
50 |
Independent Director | ||||
Nanyan Zheng (1)(2)(3) |
51 |
Independent Director | ||||
Donghao Yang |
48 |
Chief Financial Officer | ||||
Daniel Kao |
47 |
Chief Technology Officer | ||||
Yizhi Tang |
46 |
Senior Vice President of Logistics |
(1) | Member of our audit committee. |
(2) | Member of our compensation committee. |
(3) | Member of our nominating and corporate governance committee. |
B. |
Compensation |
Name |
Number of Ordinary Shares Underlying Options |
Exercise Price (US$/Share) |
Date of Grant |
Date of Expiration |
||||||||||||
Eric Ya Shen |
660,000 |
68.35 |
January 1, 2017 |
January 1, 2022 |
||||||||||||
Donghao Yang |
* |
0.50 |
August 30, 2011 |
August 29, 2021 |
||||||||||||
* |
0.50 |
January 1, 2013 |
December 31, 2022 |
|||||||||||||
* |
26.30 |
January 1, 2017 |
January 1, 2022 |
|||||||||||||
Yizhi Tang |
* |
0.50 |
March 18, 2011 |
March 17, 2021 |
||||||||||||
* |
2.52 |
November 30, 2011 |
November 29, 2021 |
|||||||||||||
Nanyan Zheng |
* |
2.50 |
April 16, 2012 |
April 15, 2022 |
||||||||||||
Kathleen Chien |
* |
2.50 |
April 16, 2012 |
April 15, 2022 |
||||||||||||
Chun Liu |
* |
2.50 |
March 22, 2013 |
March 22, 2023 |
* | Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares. |
Name |
Number of Restricted Shares |
Date of Grant |
||||||
Arthur Xiaobo Hong |
300,000 |
January 1, 2017 |
||||||
Donghao Yang |
* |
January 1, 2017 |
||||||
Daniel Kao |
* |
October 1, 2016 |
||||||
Yizhi Tang |
* |
January 1, 2013 |
||||||
* |
January 1, 2017 |
|||||||
Frank Lin |
* |
January 1, 2013 |
||||||
* |
April 1, 2016 |
|||||||
Xing Liu |
* |
January 1, 2013 |
||||||
* |
April 1, 2016 |
|||||||
Nanyan Zheng |
* |
January 1, 2013 |
||||||
* |
April 1, 2016 |
|||||||
Kathleen Chien |
* |
January 1, 2013 |
||||||
* |
April 1, 2016 |
|||||||
Chun Liu |
* |
March 22, 2013 |
||||||
* |
April 1, 2016 |
* | Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares. |
(1) | Daniel Kao has served as our chief technology officer from June 2012 to October 2016, and again since April 2019. |
C. |
Board Practices |
• | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
• | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
• | discussing the annual audited financial statements with management and the independent auditors; |
• | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
• | reviewing and approving all proposed related party transactions; |
• | meeting separately and periodically with management and the independent auditors; and |
• | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
• | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
• | reviewing and recommending to the board for determination with respect to the compensation of our directors; and |
• | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements. |
• | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
• | reviewing annually with the board the current composition of the board with regard to characteristics such as independence, knowledge, skills, experience and diversity; |
• | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
• | advising the board periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
D. |
Employees |
Operations |
Number of Employees |
|||
Merchandising |
1,369 |
|||
Products and technology support |
1,658 |
|||
Business development, sales and marketing |
188 |
|||
Internet finance |
274 |
|||
Customer services |
1,163 |
|||
Warehouse management |
12,750 |
|||
Offline stores |
1,083 |
|||
Administration and management |
485 |
|||
Pinjun (1) |
1,106 |
|||
Shan Shan Outlets |
366 |
|||
Total |
20,442 |
|||
(1) | Due to the termination of Pinjun’s delivery service unit in November 2019, as of the date of this annual report, there are approximately 110 employees of Pinjun. |
E. |
Share Ownership |
• | each of our directors and executive officers; and |
• | each person known to us to own beneficially more than 5% of our ordinary shares. |
Number of Ordinary Shares Beneficially Owned (1) |
% (2) |
|||||||
Directors and Executive Officers ** : |
||||||||
Eric Ya Shen (3) |
17,060,358 |
12.7 |
||||||
Arthur Xiaobo Hong (4) |
9,087,939 |
6.8 |
||||||
Martin Chi Ping Lau (5) |
* |
* |
||||||
Jacky Xu (6) |
* |
* |
||||||
Chun Liu (7) |
* |
* |
||||||
Frank Lin (8) |
* |
* |
||||||
Xing Liu (9) |
* |
* |
||||||
Kathleen Chien (10) |
* |
* |
||||||
Nanyan Zheng (11) |
* |
* |
||||||
Donghao Yang |
* |
* |
||||||
Daniel Kao |
* |
* |
||||||
Yizhi Tang |
* |
* |
||||||
All directors and executive officers as a group |
27,844,667 |
20.7 |
||||||
Principal Shareholders : |
||||||||
Elegant Motion Holdings Limited (12) |
16,510,358 |
12.3 |
||||||
Tencent Mobility Limited (13) |
12,852,698 |
9.6 |
||||||
JD Entities (14) |
10,103,435 |
7.5 |
||||||
High Vivacity Holdings Limited (15) |
8,952,810 |
6.7 |
* | Less than 1% of our total outstanding ordinary shares. |
** | Except for Mr. Frank Lin, Mr. Xing Liu, Mr. Nanyan Zheng, Ms. Kathleen Chien, Mr. Chun Liu, and Mr. Martin Chi Ping Lau, the business address of our directors and executive officers is c/o No. 20 Huahai Street, Liwan District, Guangzhou 510370, People’s Republic of China. |
*** | Certain of our directors and executive officers have been granted options and restricted shares pursuant to our stock incentive plans. See “Item 6.B. Directors, Senior Management and Employees—Compensation of Directors and Executive Officers—Stock Incentive Plans.” |
(1) | Beneficial ownership is determined in accordance with the SEC rules and includes voting or investment power with respect to the securities. |
(2) | For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of shares outstanding and the number of shares such person or group has the right to acquire upon exercise of the stock options or vesting of restricted shares within 60 days after March 31, 2020. |
(3) | Beneficially owned through Elegant Motion Holdings Limited, a British Virgin Islands company, and options of Mr. Eric Ya Shen granted under our share incentive plans to acquire Class A ordinary shares. Elegant Motion Holdings Limited is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares. As of March 31, 2020, Mr. Eric Ya Shen beneficially owned (i) 550,00 0 Class A ordinary shares issuable to Mr. Eric Ya Shen upon the exercise of options within 60 days after March 31, 2020, and (ii) 16,510,358 Class B ordinary shares held by Elegant Motion Holdings Limited, representing 58.2% of the aggregate voting power of our company. |
(4) | Beneficially owned through High Vivacity Holdings Limited, a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust, and options of Mr. Hong granted under our share incentive plans to acquire Class A ordinary shares. Under the terms of the Nasa Stand Trust, Mr. Hong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares. As of March 31, 2020, Mr. Hong beneficially owned (i) 135,129 restricted shares that can be acquired by Mr. Arthur Xiaobo Hong within 60 days after March 31, 2020; and (ii) 8,952,810 Class A ordinary shares held by High Vivacity Holdings Limited. |
(5) | The business address of Mr. Martin Chi Ping Lau is 39/F, Tencent Building, Kejizhongyi Avenue, Hi-Tech Park, Nanshan District, Shenzhen 518057, People’s Republic of China. |
(6) | Beneficially owned through Advanced Sea International Limited, a British Virgin Islands company wholly owned by Mr. Xu. |
(7) | The business address of Mr. Liu is Level 11, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China. |
(8) | The business address of Mr. Lin is 2420 Sand Hill Road, Suite 200, Menlo Park, CA 94025, U.S.A. |
(9) | Mr. Liu is a partner of Sequoia Capital China. The business address of Mr. Liu is Suite 2215, Two Pacific Place, 88 Queensway, Hong Kong. |
(10) | The business address of Ms. Chien is Building 3, No. 1387 Zhang Dong Road, Shanghai 201203, People’s Republic of China. |
(11) | The business address of Mr. Zheng is 10F, 705 Guangzhou Da Dao Nan Road, Guangzhou, Guangdong, 510290, People’s Republic of China. |
(12) | Elegant Motion Holdings Limited, or Elegant Motion, is a British Virgin Islands company. Elegant Motion is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Mr. Eric Ya Shen and his wife Ms. Xiaochun Zhang have the power to jointly direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares, as reported by Elegant Motion, Eric Ya Shen and Xiaochun Zhang on the Schedule 13G/A filed with the SEC on February 11, 2020. The registered address of Elegant Motion Holdings Limited is Trident Chambers, Wickhams Cay, PO Box 146, Road Town, Tortola, British Virgin Islands. |
(13) | Tencent Mobility Limited is a company limited by shares incorporated in Hong Kong. Tencent Mobility Limited is wholly owned by Tencent Holdings Limited, a public company listed on Hong Kong Stock Exchange, as reported by Tencent Holdings Limited on the Schedule 13D/A filed with the SEC on December 13, 2019. The principal office address of Tencent Mobility Limited is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. |
(14) | Based on the statement on the Schedule 13D/A filed on August 20, 2019 jointly by JD.com, Inc., JD.com Investment Limited, Windcreek Limited and JD.com Global Investment Limited, (i) Windcreek Limited holds an aggregate of 9,644,034 Class A Ordinary Shares, which consisted of 28,442,806 ADSs representing 5,688,561 Class A ordinary shares, and 3,955,473 Class A ordinary shares; and (ii) JD.com Global Investment Limited holds an aggregate of 459,401 Class A ordinary shares represented by 2,297,004 ADSs. Based on the statement on the Schedule 13D/A filed on August 20, 2019, each of Windcreek Limited and JD.com Global Investment Limited is a company incorporated in the British Virgin Islands. And is ultimately wholly owned by JD.com, Inc., a public company whose ADS are traded on the Nasdaq Global Select Market. Windcreek Limited and JD.com Global Investment Limited are together referred to in this annual report as the JD Entities. The principal office address of each of the Tencent Entities is c/o JD.com, Inc., 20 th Floor, Building A, No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111, People’s Republic of China. |
(15) | High Vivacity Holdings Limited, or High Vivacity, is a British Virgin Islands company, which is ultimately wholly owned by the Nasa Stand Trust. Under the terms of the Nasa Stand Trust, Mr. Hong has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to these shares, as reported by High Vivacity and Arthur Xiaobo Hong on the Schedule 13G/A filed with the SEC on February 11, 2020. The registered address of High Vivacity Holdings Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
ITEM 8. |
FINANCIAL INFORMATION |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
ITEM 9. |
THE OFFER AND LISTING |
A. |
Offer and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
ITEM 10. |
ADDITIONAL INFORMATION |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
• | authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and |
• | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
C. | Material Contracts |
D. | Exchange Controls |
E. | Taxation |
• | such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary shares; |
• | such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or pre-PFIC year, will be taxable as ordinary income; |
• | such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to individuals or corporations as appropriate for that year; and |
• | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
F. | Dividends and Paying Agents |
G. | Statement by Experts |
H. | Documents on Display |
I. | Subsidiary Information |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
A. | Debt Securities |
B. | Warrants and Rights |
C. | Other Securities |
D. | American Depositary Shares |
Service |
Fees | |
• Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property |
Up to US$0.05 per ADS issued | |
• Cancelation of ADSs, including the case of termination of the deposit agreement |
Up to US$0.05 per ADS canceled |
Service |
Fees | |
• Distribution of cash dividends or other cash distributions |
Up to US$0.05 per ADS held | |
• Distribution of ADSs pursuant to share dividends, free share distributions or exercise of rights. |
Up to US$0.05 per ADS held | |
• Distribution of securities other than ADSs or rights to purchase additional ADSs |
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs | |
• Depositary services |
Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
• Transfer of ADRs |
US$1.50 per certificate presented for transfer |
• | Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares). |
• | Expenses incurred for converting foreign currency into U.S. dollars. |
• | Expenses for cable, telex and fax transmissions and for delivery of securities. |
• | Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit). |
• | Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit. |
• | Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs. |
• | Any applicable fees and penalties thereon. |
ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. |
CONTROLS AND PROCEDURES |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. |
CODE OF ETHICS |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
2018 |
2019 |
|||||||||||
RMB |
RMB |
US$ |
||||||||||
(in thousands) |
||||||||||||
Audit Fees (1) |
14,000 |
15,200 |
2,183 |
|||||||||
Audit-Related Fees (2) |
1,443 |
826 |
119 |
|||||||||
Tax Fees (3) |
838 |
600 |
86 |
(1) | “Audit Fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements, review of quarterly financial information, and audit services that are normally provided by the principal accountant in connection with regulatory filings or engagements for those fiscal years. |
(2) | “Audit-Related Fees” represent the aggregate fees billed in each of the fiscal years listed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” |
(3) | “Tax Fees” represent the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning. |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G. |
CORPORATE GOVERNANCE |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
ITEM 17. |
FINANCIAL STATEMENTS |
ITEM 18. |
FINANCIAL STATEMENTS |
ITEM 19. |
EXHIBITS |
Exhibit Number |
Document | |||
1.1 |
||||
1.2 |
||||
2.1 |
||||
2.2 |
||||
2.3 |
||||
2.4 |
||||
2.5* |
||||
4.1 |
||||
4.2 |
||||
4.3 |
Exhibit Number |
Document | |||
4.4 |
||||
4.5 |
||||
4.6 |
||||
4.7 |
||||
4.8 |
||||
4.9 |
||||
4.10 |
||||
4.11 |
||||
4.12 |
Exhibit Number |
Document | |||
4.13 |
||||
4.14 |
||||
4.15 |
||||
4.16*† |
||||
8.1* |
||||
11.1 |
||||
12.1* |
||||
12.2* |
||||
13.1** |
||||
13.2** |
||||
15.1* |
||||
15.2* |
||||
15.3* |
||||
101.INS* |
Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags are not embedded within the Inline XBRL document | |||
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document | |||
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document | |||
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed with this annual report on Form 20-F. |
** | Furnished with this annual report on Form 20-F. |
† | Confidential treatment has been requested for certain portions of this exhibit pursuant to Rule 406 under the Securities Act and Division of Corporation Finance Staff Legal Bulletin No. 1. In accordance with Rule 406 and Staff Legal Bulletin No. 1, these confidential portions have been omitted and filed separately with the SEC. |
Vipshop Holdings Limited | ||||
By: |
/s/ Eric Ya Shen | |||
Name: |
Eric Ya Shen | |||
Title: |
Chairman of the Board of Directors and | |||
Chief Executive Officer |
Page |
||||
F- 2 |
||||
F-6 |
||||
F-9 |
||||
F-11 |
||||
F-14 |
||||
F-17 |
||||
F-76 |
Critical Audit Matter |
Critical Audit Matter (Continued)Critical Audit Matter (Continued) |
• | We tested the design and implementation, as well as the operating effectiveness of internal controls over management’s assessment of inventories write-down; |
• | We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their estimates of the inventory write down; |
• | We tested the accuracy and completeness of the underlying data utilized in the management’s write-down assessment, including categorization of the merchandise and the age distribution of the inventory by category; |
• | We made inquiries with financial and operational management to obtain an understanding of the planned promotion events, expected sales trends in the upcoming promotion cycles and evaluate whether the provision has appropriately incorporated such forecasts; |
• | We performed retrospective reviews to assess management’s estimate on write-down percentage by comparing the current period trends to historical trends across multiple fiscal periods, including sales trends, inventory aging and gross margin rates to evaluate management’s ability to accurately estimate inventory write-down. |
As of December 31, |
||||||||||||
2018 |
2019 |
2019 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Note 2(ad) |
||||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
|
|
|
|||||||||
Restricted cash |
|
|
|
|||||||||
Short - term investments |
|
|
|
|||||||||
Accounts receivable, net |
|
|
|
|||||||||
Amounts due from related parties |
|
|
|
|||||||||
Other receivables and prepayments, net |
|
|
|
|||||||||
Loan receivables, net |
|
|
|
|||||||||
Inventories |
|
|
|
|||||||||
Total current assets |
|
|
|
|||||||||
Property and equipment, net |
|
|
|
|||||||||
Deposits for property and equipment |
|
|
|
|||||||||
Land use rights, net |
|
|
|
|||||||||
Intangible assets, net |
|
|
|
|||||||||
Investment in equity method investees |
|
|
|
|||||||||
Other investments |
|
|
|
|||||||||
Other long-term assets , net |
|
|
|
|||||||||
Amounts due from related parties |
— |
|
|
|||||||||
Goodwill |
|
|
|
|||||||||
Deferred tax assets, net |
|
|
|
|||||||||
Right-of-use assets , net |
— |
|
|
|||||||||
Total assets |
|
|
|
|||||||||
As of December 31, |
||||||||||||
2018 |
2019 |
2019 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Note 2(ad) |
||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable (Including accounts payable of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Advances from customers (Including advances from customers of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Accrued expenses and other current liabilities (Including accrued expenses and other current liabilities of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Amounts due to related parties (Including amounts due to related parties of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Deferred income (Including deferred income of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Securitization debt (Including securitization debt of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
|
— |
— |
|||||||||
Short - term loans (Including short- term loans of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
|
|
|
|||||||||
Convertible senior notes (Including convertible senior notes of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
|
— |
— |
|||||||||
Operating lease liabilities (Including operating lease liabilities of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
— |
|
|
|||||||||
Total current liabilities |
|
|
|
|||||||||
As of December 31, |
||||||||||||
2018 |
2019 |
2019 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Note 2(ad) |
||||||||||||
Long - term loans (Including long- term loans of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
— |
|
|
|||||||||
Deferred tax liability (Including deferred tax liability of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Deferred income-noncurrent (Including deferred income of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
|
|
|
|||||||||
Operating lease liabilities-noncurrent (Including operating lease liabilities-noncurrent of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of |
— |
|
|
|||||||||
Total liabilities |
|
|
|
|||||||||
Commitments and contingencies (Note 2 8 |
||||||||||||
SHAREHOLDERS’ EQUITY: |
||||||||||||
Class A ordinary shares (US$ |
|
|
|
|||||||||
Class B ordinary shares (US$ |
|
|
|
|||||||||
Additional paid-in capital |
|
|
|
|||||||||
Retained earnings |
|
|
|
|||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||
Total Vipshop Holdings Limited shareholders’ equity |
|
|
|
|||||||||
Non-controlling interests |
( |
) | |
|
||||||||
Total shareholders’ equity |
|
|
|
|||||||||
Total liabilities and shareholders’ equity |
|
|
|
|||||||||
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Net revenues: |
||||||||||||||||
Product revenues |
|
|
|
|
||||||||||||
Other revenues |
|
|
|
|
||||||||||||
Total net revenues |
|
|
|
|
||||||||||||
Cost of revenues (Including inventory write-down of RMB |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Gross profit |
|
|
|
|
||||||||||||
Operating expenses: |
||||||||||||||||
Fulfillment expenses (Including shipping and handling expenses of RMB |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Marketing expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Technology and content expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Goodwill impairment loss |
— |
— |
( |
) | ( |
) | ||||||||||
Total operating expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other operating income |
|
|
|
|
||||||||||||
Income from operations |
|
|
|
|
||||||||||||
Impairment loss of investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest income |
|
|
|
|
||||||||||||
Exchange (loss) gain |
( |
) | |
( |
) | ( |
) | |||||||||
Investment gain and revaluation of investments |
|
|
|
|
||||||||||||
Income before income taxes and share of ( gain of equity method investeesloss ) |
|
|
|
|
||||||||||||
Income tax expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Share of ( loss) gain of equity method investees, net of tax |
( |
) | ( |
) | |
|
||||||||||
Net income |
|
|
|
|
||||||||||||
Net loss (income) attributable to non-controlling interests |
|
( |
) | |
|
|||||||||||
Net income attributable to Vipshop Holdings Limited’s shareholders |
|
|
|
|
||||||||||||
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Shares used in calculating earnings per share: |
||||||||||||||||
Weighted average number of Class A and Class B ordinary shares for computing earnings per Class A and Class B ordinary share: |
||||||||||||||||
—Basic |
|
|
|
|
||||||||||||
—Diluted |
|
|
|
|
||||||||||||
Net earnings per Class A and Class B ordinary share |
||||||||||||||||
—Basic |
|
|
|
|
||||||||||||
—Diluted |
|
|
|
|
||||||||||||
Net income |
|
|
|
|
||||||||||||
Other comprehensive loss ( income ): |
||||||||||||||||
Foreign currency translation, net of tax of |
|
( |
) | ( |
) | ( |
) | |||||||||
Fair value change of available-for-sale investments, net of tax of |
|
— |
— |
— |
||||||||||||
Reclassification adjustments for losses included in net income |
( |
) | — |
— |
— |
|||||||||||
Comprehensive income |
|
|
|
|
||||||||||||
Less: Comprehensive (loss) income attributable to non-controlling interests |
( |
) | |
( |
) | ( |
) | |||||||||
Comprehensive income attributable to Vipshop Holdings Limited’s shareholders |
|
|
|
|
|
|||||||||||
Vipshop Holdings Limited Shareholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Additional paid-in capital |
Treasury shares |
Retained earnings |
Accumulated other comprehensive income (loss) |
Non-controlling interests |
Total |
|||||||||||||||||||||||||||||||||||||
No. of shares |
Amount |
No. of shares |
Amount |
No. of shares |
Amount |
|||||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2016 |
|
|
|
|
|
( |
) | ( |
) | |
( |
) | |
|
||||||||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
|
— |
( |
) | |
||||||||||||||||||||||||||||||||
Issuance of ordinary shares to new investors |
|
|
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon vesting of shares awards |
|
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||
Re-issuance of treasury shares upon exercise of share options |
— |
— |
— |
— |
( |
) | |
|
— |
— |
— |
|
||||||||||||||||||||||||||||||||
Re-issuance of treasury shares upon vesting of shares awards |
— |
— |
— |
— |
( |
) | |
|
— |
— |
— |
— |
||||||||||||||||||||||||||||||||
Share-based compensation expense |
— |
— |
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Acquisition of additional equity interests in subsidiaries |
— |
— |
— |
— |
|
— |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||||||||||||||
Foreign currency translation |
— |
— |
— |
— |
— |
— |
— |
— |
|
— |
|
|||||||||||||||||||||||||||||||||
Fair value changes of available-for-sale investments |
— |
— |
— |
— |
— |
— |
— |
— |
|
— |
|
|||||||||||||||||||||||||||||||||
Reclassification adjustment for gains included in net income |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||||||||||||||
Balance as of December 31, 2017 |
|
|
|
|
|
— |
— |
|
( |
) | ( |
) | |
|||||||||||||||||||||||||||||||
Vipshop Holdings Limited Shareholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Additional paid-in capital |
Treasury shares |
Retained earnings |
Accumulated other comprehensive income (loss) |
Non-controlling interests |
Total |
|||||||||||||||||||||||||||||||||||||
No. of shares |
Amount |
No. of shares |
Amount |
No. of shares |
Amount |
|||||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2017 |
|
|
|
|
|
— |
— |
|
( |
) | ( |
) | |
|||||||||||||||||||||||||||||||
Adoption of new accounting standards |
— |
— |
— |
— |
— |
— |
— |
|
|
— |
|
|||||||||||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
|
— |
|
|
|||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon exercise of share options |
|
— |
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon vesting of shares awards |
|
|
— |
— |
( |
) | — |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||
Share-based compensation expense |
— |
— |
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Acquisition of additional equity interests in subsidiaries |
— |
— |
— |
— |
( |
) | — |
— |
— |
— |
( |
) | ( |
) | ||||||||||||||||||||||||||||||
Capital contribution from non-controlling interests shareholders |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
|||||||||||||||||||||||||||||||||
Foreign currency translation |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) | — |
( |
) | |||||||||||||||||||||||||||||||
Balance as of December 31, 2018 |
|
|
|
|
|
— |
— |
|
( |
) | ( |
) | |
|||||||||||||||||||||||||||||||
Vipshop Holdings Limited Shareholders’ Equity |
||||||||||||||||||||||||||||||||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Additional paid-in capital |
Treasury shares |
Retained earnings |
Accumulated other comprehensive income (loss) |
Non-controlling interests |
Total |
|||||||||||||||||||||||||||||||||||||
No. of shares |
Amount |
No. of shares |
Amount |
No. of shares |
Amount |
|||||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
— |
— |
|
— |
( |
) |
|
||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon exercise s of share options |
|
— |
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Issuance of ordinary shares upon vesting of shares awards |
|
|
— |
— |
( |
) |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||
Share-based compensation expense |
— |
— |
— |
— |
|
— |
— |
— |
— |
— |
|
|||||||||||||||||||||||||||||||||
Acqu additional i sition of equity interests in subsidiaries |
— |
— |
— |
— |
( |
) | — |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
Dilution in non-controlling interests due to Group’s contribution to its subsidiary |
— |
— |
— |
— |
( |
) | — |
— |
— |
— |
|
— |
||||||||||||||||||||||||||||||||
Capital contribution from non-controlling interests shareholders |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
|||||||||||||||||||||||||||||||||
Non-controlling interests arising from the acquisition of Shan Shan Commercial Group Co., Ltd. (“Shan |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|
|
|||||||||||||||||||||||||||||||||
Foreign currency translation |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) | |||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
|
|
|
|
|
— |
— |
|
( |
) |
|
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
||||||||||||||
|
2017 |
2018 |
2019 |
2019 |
||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income |
|
|
|
|
||||||||||||
Adjustments to reconcile net income to net cash by operating activities: |
||||||||||||||||
Provision for allowance for doubtful accounts |
|
|
|
|
||||||||||||
Inventory write-down |
|
|
|
|
||||||||||||
Depreciation of property and equipment |
|
|
|
|
||||||||||||
Amortization of deferred income |
— |
— |
( |
) | ( |
) | ||||||||||
Impairment of long-lived assets |
— |
— |
|
|
||||||||||||
Amortization of intangible assets |
|
|
|
|
||||||||||||
Amortization of land use rights |
|
|
|
|
||||||||||||
(Gain) loss on disposal of property and equipment and other assets |
( |
) | |
|
|
|||||||||||
Share-based compensation expenses |
|
|
|
|
||||||||||||
Share of loss ( income ) of equity method investees |
|
|
( |
) | ( |
) | ||||||||||
Impairment loss of other investments |
|
|
|
|
||||||||||||
Goodwill impairment loss |
— |
— |
|
|
||||||||||||
Unrealized gain on short - term investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Amortization of debt issuance costs |
|
— |
— |
— |
||||||||||||
Investment gain and revaluation of investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Loss on disposal of subsidiaries |
— |
— |
|
|
||||||||||||
Noncash lease expense |
— |
— |
|
|
||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable |
( |
) | ( |
) | |
|
||||||||||
Amounts due from related parties |
( |
) | ( |
) | |
|
||||||||||
Other receivables and prepayments |
( |
) | |
|
|
|||||||||||
Inventories |
( |
) | |
( |
) | ( |
) | |||||||||
Deferred tax assets |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Dividends received from equity method investees |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
( |
) | |
|
|||||||||||
Advances from customers |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Accrued expenses and other current liabilities |
|
|
|
|
||||||||||||
Amounts due to related parties |
|
|
|
|
||||||||||||
Deferred income |
|
|
|
|
||||||||||||
Deferred tax liability |
( |
) | ( |
) | |
|
||||||||||
Operating lease liabilities |
— |
— |
( |
) | ( |
) | ||||||||||
Net cash generated from operating activities |
|
|
|
|
||||||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Purchases of land use rights |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Government subsidies received for land use rights |
|
|
|
|
||||||||||||
Proceed from disposal of property and equipment and other assets |
|
|
|
|
||||||||||||
Purchases of other assets |
( |
) | ( |
) | |
|
||||||||||
Purchases of short - term investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Redemption of short - term investments upon maturities |
|
|
|
|
||||||||||||
Investment in equity method investees and other investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Payment for business acquisition, net of cash acquired of RMB174, nil and RMB175,822 in 2017, 2018 and 2019, respectively |
( |
) | — |
( |
) | ( |
) | |||||||||
Deposits for equity method investments and other investments |
( |
) | — |
— |
— |
|||||||||||
Disposal of an available-for-sale |
|
— |
— |
— |
||||||||||||
Cash paid for loan originations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Cash received from loan repayments |
|
|
|
|
||||||||||||
Other investing activities |
( |
) | ( |
) | |
|
||||||||||
Net cash used in investing activities |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Cash flows from financing activities: |
||||||||||||||||
Proceeds from bank and other borrowings |
|
|
|
|
||||||||||||
Repayment to bank and other borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Capital contributions from non-controlling interests |
— |
|
|
|
||||||||||||
Acquisition of non-controlling interests |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Redemption of convertible senior notes |
( |
) | — |
( |
) | ( |
) | |||||||||
Proceeds from issuance of securitization debt |
|
|
— |
— |
||||||||||||
Repayment of securitization debt |
— |
( |
) | ( |
) | ( |
) | |||||||||
Proceeds from issuance of ordinary shares to new investors |
|
— |
— |
— |
||||||||||||
Proceeds from issuance of ordinary shares upon exercise of share options |
|
|
|
|
||||||||||||
Deferred settlement of acquisition of subsidiaries |
( |
) | ( |
) | — |
— |
||||||||||
Deferred settlement on purchase of equity method investees and other investments |
— |
— |
( |
) | ( |
) | ||||||||||
Other financing activities |
( |
) | — |
— |
— |
|||||||||||
Net cash provided by (used in) financing activities |
|
|
( |
) |
( |
) | ||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
( |
) | |
( |
) | ( |
) | |||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
( |
) |
( |
) |
( |
) | |||||||||
Cash, cash equivalents and restricted cash at beginning of the year |
|
|
|
|
||||||||||||
Cash, cash equivalents and restricted cash at end of the year |
|
|
|
|
||||||||||||
Reconciliation in amounts on the consolidated balance sheets: |
||||||||||||||||
Cash and cash equivalents |
|
|
|
|
||||||||||||
Restricted cash |
|
|
|
|
||||||||||||
Total cash, cash equivalents and restricted cash at end of the year |
|
|
|
|
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||
Interest paid, net of amount capitalized |
|
|
|
|
||||||||||||
Income tax paid |
|
|
|
|
||||||||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||||||
Payables incurred for purchase of property and equipment |
|
|
|
|
||||||||||||
Dilution on non-controlling interests due to the Group’s contribution to its subsidiary |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Payables for acquisition of subsidiaries |
— |
— |
|
|
||||||||||||
Right-of-use assets obtained |
— |
— |
|
|
||||||||||||
Decrease of right-of-use assets for early termination |
— |
— |
|
|
1. |
Organization and principal activities |
2. |
Summary of significant accounting policies |
|
(a) |
Basis of presentation |
(b) |
Principles of consolidation |
2. |
Summary of significant accounting policies (Continued) |
(b) |
Principles of consolidation (Continued) |
2. |
Summary of significant accounting policies (Continued) |
(b) |
Principles of consolidation (Continued) |
• |
If the Group’s ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WFOE, Vipshop E-commerce, Vipshop Information, Pin Jun Tong, Lefeng Information, revoking the business licenses or operating licenses of the WFOE, Vipshop E-commerce, Vipshop Information, Pin Jun Tong, Lefeng Shanghai, or Lefeng Information, shutting down the Group’s servers or blocking the Group’s websites, discontinuing or placing restrictions or onerous conditions on the Group’s operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group’s use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group’s business; |
• |
The Group relies on the Contractual Arrangements with the VIEs and their equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control; |
• |
The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the Contractual Arrangements with the VIEs and their equity holders in the event of a breach or non-compliance by the VIEs or their equity holders; |
• |
The Nominee Shareholders of the VIEs are also directors of the Group or its subsidiaries, and has a duty of care and loyalty to the Group and its shareholders as a whole under Cayman Islands law. Under the Contractual Arrangements with the VIEs and the Nominee Shareholders, (a) the Group may replace any such individual as a shareholder of the VIEs at the Group’s discretion, and (b) each of these individuals has executed a power of attorney to appoint the WFOE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Group cannot assure that these individuals will act in the best interests of the Group should |
2. |
Summary of significant accounting policies (Continued) |
(b) |
Principles of consolidation (Continued) |
• |
There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. On March 15, 2019, the National People’s Congress approved the PRC Foreign Investment Law, which became effective on January 1, 2020 and replace the existing laws regulating foreign investment in China. The PRC Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. Under the newly enacted PRC Foreign Investment Law, there are substantial uncertainties relating to its interpretation and implementation. It is possible that future legislations promulgated by the State Council may provide for contractual arrangements as a form of foreign investment and subject to foreign investment restrictions. It is therefore uncertain whether the Group’s corporate structure may be deemed as violating the foreign investment restrictions in China. If the Group fails to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, the Group’s current corporate structure, corporate governance, and business operations could be materially and adversely affected. |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Total assets |
|
|
||||||
Total current liabilities |
( |
) | ( |
) | ||||
Total liabilities |
( |
) | ( |
) | ||||
|
|
|||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net revenues |
|
|
|
|||||||||
Total operating expenses |
( |
) | ( |
) | ( |
) | ||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
2. |
Summary of significant accounting policies (Continued) |
(b) |
Principles of consolidation (Continued) |
|
Year ended December 31, |
|||||||||||
|
2017 |
2018 |
2019 |
|||||||||
|
RMB |
RMB |
RMB |
|||||||||
Net cash (used in) provided by operating activities |
( |
) |
( |
) |
|
|||||||
Net cash provided by (used in) investing activities |
|
( |
) |
( |
) | |||||||
Net cash provided by (used in) financing activities |
|
( |
) |
( |
) | |||||||
(c) |
Use of estimates |
(d) |
Cash and cash equivalents |
(e) |
Restricted cash |
(f) |
Short-term investments |
2. |
Summary of significant accounting policies (Continued) |
(g) |
Inventories |
(h) |
Accounts receivables , net |
(i) |
Loan receivables , net |
(j) |
Other receivables , net |
2. |
Summary of significant accounting policies (Continued) |
(j) |
Other receivables, net (Continued) |
(k) |
Property and equipment, net |
Classification |
Estimated useful life |
|||
Buildings |
t years o |
|||
Furniture, fixtures and equipment |
|
|||
Leasehold improvements |
Shorter of lease term or the estimated useful life of lease improvements |
|||
Motor vehicles |
|
|||
Software |
|
(l) |
Capitalization of interest |
(m) |
Land use rights, net |
2. |
Summary of significant accounting policies (Continued) |
(n) |
Intangible assets, net |
Classification |
Estimated economic life |
|||
Customer relationships |
||||
Trademarks |
||||
Non-compete agreement |
||||
Domain names |
||||
Payment license |
Indefinite life |
(o) |
Investments in equity method investees |
(1) |
Investments in affiliated companies and joint ventures, over which the Group has significant influence but which it does not control. The Group generally considers an ownership interest of 20% or higher to represent significant influence, as well as other factors including but not limited to, representation on the investee’s board of directors, voting rights, etc. |
(2) |
Limited partnerships when the Group has more than minor ownership interest or more than a minor influence. The Group generally considers investment in limited partnerships of 3 to 5 percent to be more than minor. |
2. |
Summary of significant accounting policies (Continued) |
(o) |
Investments in equity method investees (Continued) |
(p) |
Other investments |
(1) | Investments in equity securities that have readily determinable fair values and for which the Group does not have the ability to exercise significant influence are reported at fair value with unrealized gains and losses included in net income. |
(2) | Investments in debt securities other than trading securities or held-to-maturity securities are classified as available-for-sale investments and reported at fair value with unrealized gain and losses included in accumulated other comprehensive loss in shareholders’ equity. |
(3) | Investments in equity securities without readily determinable fair values are accounted for at cost, adjusted for impairments and observable price changes in orderly transactions for the identical or similar investments of the same issuer. |
a. |
a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; |
2. |
Summary of significant accounting policies (Continued) |
(p) |
Other investments (Continued) |
b. |
a significant adverse change in the regulatory, economic, or technological environment of the investee; |
c. |
a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; |
d. |
A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; |
e. |
Factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. |
(q) |
Impairment of long-lived assets (other than goodwill and intangible assets with indefinite life) |
(r) |
Goodwill |
2. |
Summary of significant accounting policies (Continued) |
(r) |
Goodwill (Continued) |
(s) |
Intangible assets with indefinite lives |
(t) |
Business combinations and non-controlling interests |
2. |
Summary of significant accounting policies (Continued) |
(t) |
Business combinations and non-controlling interests (Continued) |
(u) |
Securitization debt |
(v) |
Leases |
2. |
Summary of significant accounting policies (Continued) |
(v) |
Leases (Continued) |
2. |
Summary of significant accounting policies (Continued) |
(v) |
Leases (Continued) |
( w ) |
Revenue recognition |
(x) |
Cost of revenues |
2. |
Summary of significant accounting policies (Continued) |
(x) |
Cost of revenues (Continued) |
(y) |
Fulfillment expenses |
|
(z) |
Marketing expenses |
(a a ) |
Technology and content expenses |
(a b ) |
General and administrative expenses |
(a c ) |
Foreign currency transactions and translations |
2. |
Summary of significant accounting policies (Continued) |
(ac) |
Foreign currency transactions and translations (Continued) |
( a ) d |
Convenience translation |
(ae) |
Taxation |
( a ) f |
Value added taxes (“VAT”) |
2. |
Summary of significant accounting policies (Continued) |
(ag) |
Comprehensive income (loss) |
(ah) |
Concentration of credit risk |
(ai) |
Fair value of financial instruments |
2. |
Summary of significant accounting policies (Continued) |
(ai) |
Fair value of financial instruments (Continued) |
Level 1 |
Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 |
Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 |
Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Fair Value Measurements at Reporting Date Using |
||||||||||||||||
Description |
As of December 31, 201 8 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
RMB |
RMB |
|
RMB |
RMB |
||||||||||||
Other investments: |
|
|||||||||||||||
- Equity investments with readily determinable fair value |
|
|
— |
— |
||||||||||||
- Available-for-sale debt securities |
|
— |
|
— |
Fair Value Measurements at Reporting Date Using |
||||||||||||||||
Description |
As of December 31, 2019 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Other investments: |
||||||||||||||||
- Equity investments with readily determinable fair value |
|
|
— |
— |
||||||||||||
Other liabilities: |
||||||||||||||||
- Financial guarantee |
( |
) |
— |
— |
( |
) | ||||||||||
- Liability for cash-settled share-based compensation arrangements |
( |
) |
— |
— |
( |
) |
2. |
Summary of significant accounting policies (Continued) |
(ai) |
Fair value of financial instruments (Continued) |
2. |
Summary of significant accounting policies (Continued) |
(aj) |
Share-based |
2. |
Summary of significant accounting policies (Continued) |
(a k ) |
Earnings per share |
(a l ) |
Treasury shares |
( am ) |
Segment reporting |
(an) |
Accounting standards issued but not adopted at December 31, 2019 |
2. |
Summary of significant accounting policies (Continued) |
(an) |
Accounting standards issued but not adopted at December 31, 2019 (Continued) |
2. |
Summary of significant accounting policies (Continued) |
(an) |
Accounting standards issued but not adopted at December 31, 2019 (Continued) |
3. |
Significant acquisition |
(a) |
Acquisition of Shan Shan Outlets |
3. |
Significant acquisition (Continued) |
(a) |
Acquisition of Shan Shan Outlets (Continued) |
RMB |
Weighted average amortization period (in years) |
|||||||
Consideration: |
||||||||
Cash |
|
|||||||
Consideration payable |
|
|||||||
Total consideration transferred |
|
|||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: |
||||||||
Cash and cash equivalents |
|
|||||||
Accounts receivable |
|
|||||||
Other receivables and prepayments |
|
|||||||
Inventories |
|
|||||||
Amounts due from related parties |
|
|||||||
Other long-term assets |
|
|||||||
Deferred tax assets, net |
|
|||||||
Property and equipment |
|
|
||||||
Land use rights |
|
|
||||||
Construction in progress |
|
|||||||
Investment in equity method investees |
|
|||||||
Total assets acquired |
|
|||||||
Accounts payable |
( |
) |
||||||
Advances from customers |
( |
) |
||||||
Accrued expenses and other current liabilities |
( |
) |
||||||
Amounts due to related parties |
( |
) |
||||||
Deferred income |
( |
) |
||||||
Bank borrowings |
( |
) |
||||||
Financial guarantee |
( |
) |
||||||
Deferred tax liabilities |
( |
) |
||||||
Total liabilities assumed |
( |
) |
||||||
Net assets acquired |
|
|||||||
Non-controlling interests |
( |
) |
||||||
Goodwill |
|
|||||||
|
||||||||
3. |
Significant acquisition (Continued) |
(a) |
Acquisition of Shan Shan Outlets (Continued) |
4. |
Revenue |
4. |
Revenue (Continued) |
4. |
Revenue (Continued) |
5. |
Accounts receivable, net |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Other trade receivables (Note a) |
||||||||
Delivery service providers (Note b) |
||||||||
Others (Note c) |
||||||||
Subtotal |
||||||||
Less: allowance for doubtful accounts |
( |
) | ( |
) | ||||
Total |
|
|||||||
(a) | The Group provides consumer financing to certain customers as part of the Group’s Internet financing business. As of December 31, 2018 and 2019, RMB 1 .8 |
(b) | For certain sales transactions, third - party delivery service providers will collect payments from the Group’s customers upon delivery of goods, and remit such payments back to the Group on a periodic basis. |
(c) |
Others mainly represent receivables from online promotional and advertising services as well as warehousing services to the Group’s vendors. |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Allowance for doubtful accounts: |
||||||||||||
Balance at beginning of the year |
( |
) |
( |
) |
( |
) | ||||||
Provision for allowance during the year |
( |
) |
( |
) |
( |
) | ||||||
Write-offs during the year |
||||||||||||
Balance at end of the year |
( |
) |
( |
) |
( |
) | ||||||
6. |
Other receivables and prepayments, net |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Deposits (Note a) |
||||||||
VAT and EIT recoverable |
||||||||
Interest receivable |
||||||||
Advances to suppliers related to financing activities (Note b) |
||||||||
Prepayment to suppliers related to procurement activities |
||||||||
Prepaid expense |
||||||||
Others |
||||||||
Subtotal |
||||||||
Less: allowance for doubtful accounts |
( |
) | ( |
) | ||||
Total |
||||||||
(a) | Deposits consist of amounts paid to vendors for advertising and rentals. |
(b) | The Group provides financing to some of its suppliers by advancing them cash, and holds portions of accounts payables the Group owed to them as pledges with interest bearing from |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Allowance for doubtful accounts: |
||||||||||||
Balance at beginning of the year |
( |
) | ( |
) | ( |
) | ||||||
Provision for allowance during the year |
( |
) | ( |
) | ( |
) | ||||||
Write-offs during the year |
— |
|||||||||||
Balance at end of the year |
( |
) | ( |
) | ( |
) | ||||||
7. |
Short-term investments |
8. |
Property and equipment, net |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Cost: |
||||||||
Buildings |
||||||||
Furniture, fixtures and equipment |
||||||||
Leasehold improvements |
||||||||
Motor vehicles |
||||||||
Software |
||||||||
Construction in process |
||||||||
Sub-total |
||||||||
Less: A ccumulated depreciation |
( |
) | ( |
) | ||||
Less: A ccumulated |
— |
( |
) | |||||
Property and equipment, net |
||||||||
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Depreciation expenses were charged to: |
||||||||||||
Fulfillment expenses |
||||||||||||
Marketing expenses |
||||||||||||
Technology and content expenses |
||||||||||||
General and administrative expenses |
||||||||||||
Total |
||||||||||||
9. |
Land use rights, net |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Land use right |
||||||||
Less: accumulated amortization |
( |
) | ( |
) | ||||
Less: impairment |
— |
( |
) | |||||
Land use rights, net |
|
|||||||
9. |
Land use rights, net (Continued) |
10. |
Intangible assets, net |
As of December 31, 2018 |
As of December 31, 2019 |
|||||||||||||||||||||||||||||||
Cost |
Accumulated amortization (Note a) |
Impairment |
Net amount |
Cost |
Accumulated amortization (Note a) |
Impairment |
Net amount |
|||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||
Domain names |
|
( |
) |
— |
— |
|
( |
) |
— |
— |
||||||||||||||||||||||
Customer Relationships |
|
( |
) |
— |
|
|
( |
) |
— |
— |
||||||||||||||||||||||
Trademarks |
|
( |
) |
— |
|
|
( |
) |
— |
|
||||||||||||||||||||||
Non-compete agreement |
|
( |
) |
— |
— |
|
( |
) |
— |
— |
||||||||||||||||||||||
Payment license (Note b) |
|
— |
— |
|
|
— |
— |
|
||||||||||||||||||||||||
Others |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) |
|
||||||||||||||||||||
Total |
|
( |
) |
( |
) |
|
|
( |
) |
( |
) |
|
||||||||||||||||||||
(a) | Amortization expenses for intangible assets were RMB December 31, 2020, 2021, 2022, 2023 and 2024, respectively. |
(b) | Payment license enables the Group to provide payment services and qualifies as a paying institution, has a legal life of |
11. |
Investment in equity method investees |
11. |
Investment in equity method investees (Continued) |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Kunshan Baowei Information Technology Limited (“Kunshan Baowei”) (i) |
|
|
||||||
Shenzhen Tencent Puhe Limited Partnership (“Tencent Puhe”) (ii) |
|
|
||||||
Sequoia Fashion and Technology Industry Fund Investment Limited Partnership (“Sequoia Fashion and Technology”) (iii) |
|
|
— |
|
|
|
|
|
Shanjing business management (Ningbo) Co., Ltd (“Ningbo Shanjin”) (iv) |
|
|
— |
|
|
|
|
|
Shanxi Tianmei Shan Shan Outlets Shopping Mall Co., Ltd (“Shanxi Shan Shan”) (iv) |
|
|
— |
|
|
|
|
|
Zhengzhou Shan Shan Outlets Shopping Mall Co., Ltd (“Zhengzhou Shan Shan”) (iv) |
|
|
— |
|
|
|
|
|
Harbin Shan Shan Chunxiaqiudong Properties Co., Ltd (“Harbin Shan Shan”) (iv) |
|
|
— |
|
|
|
|
|
Gansu Shan Shan Outlets Shopping Mall Co., Ltd (“Gansu Shan Shan”) (iv) |
|
|
— |
|
|
|
|
|
Others |
|
|
||||||
Total |
|
|
|
|||||
(i) | In November 2018, the Group entered into an agreement with another PRC company, to set up a joint venture, Kunshan Baowei, which is incorporated in PRC and engages in sports accessories trading. The Group was entitled to |
(ii) | In May 2018, the Group acquired |
(iii) | In October 2019, the Group acquired |
(iv) |
In July 2019 , the Group acquired equity interests of %, %, % , % and %, respectively in Ningbo Shanjin, Shanxi Shan Shan, Zhengzhou Shan Shan, Harbin Shan Shan and Gansu Shan Shan as part of the Shan Shan Outlets acquisitions. These entities are established in the PRC and engaged in outlets operating business. |
12. |
Other investments |
As of December 31, 2018 |
||||||||||||||||||||
Original cost |
Unrealized gains |
Accumulated impairment |
Translation difference |
Balance as of year end |
||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
Equity investments with readily determinable fair value (Note a) |
|
|
( |
) | |
|
||||||||||||||
Available-for-sale debt securities (Note b) |
|
— |
( |
) | |
|
||||||||||||||
Equity investments without readily determinable fair value s (Note c) |
|
|
( |
) | |
|
||||||||||||||
Total |
|
|
( |
) | |
|
||||||||||||||
As of December 31, 2019 |
||||||||||||||||||||
Original cost |
Unrealized gains |
Accumulated impairment |
Translation difference |
Balance as of year end |
||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
Equity investments with readily determinable fair value (Note a) |
|
|
( |
) | |
|
||||||||||||||
Available-for-sale debt securities (Note b) |
|
— |
( |
) | |
— |
||||||||||||||
Equity investments without readily determinable fair value s (Note c) |
|
|
( |
) | |
|
||||||||||||||
Total |
|
|
( |
) | |
|
||||||||||||||
(a) |
Equity investments with readily determinable fair value |
(b) |
Available-for-sale debt securities |
12. |
Other investments (Continued) |
(c) |
Equity investments without readily determinable fair values |
13. |
Other long-term assets , net |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Deposit for land use rights |
|
|
||||||
Long - term trade receivables (Note a) |
|
|
||||||
Long - term loan receivables (Note b) |
|
|
||||||
Loan to staff |
|
|
||||||
Subtotal |
|
|
||||||
Less: allowance for doubtful accounts |
( |
) | ( |
) | ||||
Total |
|
|
||||||
( a ) |
The Group provides consumer financing to certain customers as part of the Group’s internet financing business with instalment payment terms of up to The Group records the consumer financing receivables which are expected to be settled more than one year from the balance sheet date as long - term trade receivables. |
(b) |
The Group provides interest bearing loans of RMB to certain non-controlling interests holders during 2019, which were guaranteed and pledged by their respective shareholding interests with estimated fair values exceeding the carrying amount of the loans. These loans bears interest ranges from |
1 4 . |
Accrued expenses and other current liabilities |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Accrued advertising expense |
|
|
||||||
Accrued shipping and handling expenses |
|
|
||||||
Accrued payroll and social benefits |
|
|
||||||
Deposits from delivery service providers |
|
|
||||||
Income tax payables |
|
|
|
|
|
|
|
|
Other tax payables (Note a) |
|
|
||||||
Accrued rental expenses |
|
|
||||||
Accrued administrative expenses |
|
|
||||||
Amounts received on behalf of third-party merchants (Note b) |
|
|
||||||
Refund liability (Note c) |
|
|
||||||
Others |
|
|
||||||
Total |
|
|
||||||
(a) |
Amounts represent VAT and related surcharges, PRC individual income tax of employees withheld by the Group, tariffs, import VAT and consumption tax pursuant to the Circular on Tax Policy for Cross-border E-commerce Retail Imports. |
(b) |
Amounts represent the cash collected on behalf of third-party merchants which the Group provides platform access for sales of their products. |
(c) |
The Group offers online customers with an unconditional right of return for a period of |
1 5 . |
Employee retirement benefit |
1 6 . |
Short - term loans |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
RMB denominated |
||||||||
U.S. dollar denominated |
||||||||
Total |
||||||||
(a) |
During the year ended December 31, 2018, RMB - term loan with a fixed interest rate based on borrowing was RMB |
(b) |
During the year ended December 31, 2018, the Group entered into a US$ denominated short - term loan agreement with China Merchants Bank for a loan of US$- term investments amounted to US$6-month London Inter-Bank Offered Rate plus |
(c) |
In addition, during the year ended December 31, 2018, the Group also entered into RMB denominated short-term bank facility agreements with certain PRC banks with a facility limit of up to RMB expired as of December 31, 2019. |
(a) |
During the year ended December 31, 2019, the Group entered into a RMB denominated revolving credit facility agreement with the Bank of Communications for up to RMB |
(b) |
During the year ended December 31, 2019, the Group entered into a revolving credit facility agreement with the China Merchants Bank for up to RMB and a RMB denominated facility of RMB . The USD denominated facility was drawn down in the amount of US$guaranteed by the Group’s receivables from its subsidiary . |
1 6 . |
Short - term loans (Continued) |
(c) |
During the year ended December 31, 2019, the Group entered into a USD denominated revolving facility agreement with the Standard Chartered Bank for up to US$ |
(d) |
During the year ended December 31, 2019, the Group entered into a USD denominated revolving credit facility agreement with Industrial Bank for up to US$ |
(e) |
As of December 31, 2019, the Group also had other unutilized credit facilities of RMB |
1 7 . |
Long - term loan |
1 8 . |
Securitiz ation debt |
19 . |
Convertible senior notes |
2 0 . |
Lease s |
As of December 31, 2019 |
||||
RMB |
||||
ROU assets |
|
|||
Operating lease liabilities—current |
|
|||
Operating lease liabilities—non - current |
|
|||
Weighted-average remaining lease term |
|
|||
Weight-average discount rate |
|
% |
2 0 . |
Lease s (Continued) |
Year Ended December 31, 2019 |
||||
RMB |
||||
Operating lease cost for fixed payments |
|
|||
Short - term lease costs |
|
|||
Variable lease cost s |
|
|||
Total l ease costs |
|
|||
Year Ended December 31, 2019 |
||||
|
RMB |
|||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|||
Operating cash flows for operating leases |
|
|||
Supplemental noncash information: |
|
|||
Right-of-use assets obtained |
|
|||
Decrease of right-of-use assets for early terminations |
|
|
( |
) |
Operating leases |
||||
Maturities of lease l iabilities at December 31, 2019 |
||||
2020 |
|
|||
2021 |
|
|||
2022 |
|
|||
2023 |
|
|||
2024 |
|
|||
2025 and thereafter |
|
|||
Total future undiscounted lease payments |
|
|||
Less : imputed interest |
|
|||
Total present value of lease liabilities |
|
|||
2 1 . |
Distribution of profit |
2 . 1 |
Distribution of profit ( C ontinued) |
2 . 2 |
Capital structure |
2 2 . |
Capital structure (Continued) |
23. |
Non-controlling interests |
Non-controlling interests |
||||
RMB |
||||
Balance as of December 31, 2016 |
||||
Net loss attributable to non-controlling interests |
( |
) | ||
Acquisition of additional equity interests in subsidiaries |
( |
) | ||
Balance as of December 31, 2017 |
( |
) | ||
Net income attributable to non-controlling interests |
||||
Acquisition of additional equity interests in subsidiaries |
( |
) | ||
Capital contribution from non-controlling interests shareholders |
||||
Balance as of December 31, 2018 |
( |
) | ||
Net loss attributable to non-controlling interests |
( |
) | ||
Acquisition of additional equity interests in subsidiaries (i) |
( |
) | ||
Dilution in non-controlling interests due to the Group’s contribution to its subsidiary (ii) |
||||
Capital contribution from non-controlling interests shareholders (iii) |
||||
Non-controlling interests arising from the acquisition of Shan Shan Outlets (iv) |
||||
Balance as of December 31, 2019 |
||||
(i) |
During the year ended December 31, 2019, the Group purchased additional equity interests of RMB |
(ii) |
During the year ended December 31, 2019, the Group converted a loan receivable of RMB |
(iii) |
During the year ended December 31, 2019, the Group received capital contribution of RMB |
(iv) |
As part of the acquisition of Shan Shan Outlets disclosed in Note 3, the Group acquired |
23. |
Non-controlling interests (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net income attributable to Vipshop Holdings Limited’s shareholders |
||||||||||||
Transfers from (to) the non-controlling interests: |
||||||||||||
Increase (decrease) in the Company’s additional paid-in capital in relation to the acquisitions of additional equity interests in subsidiaries |
( |
) |
( |
) | ||||||||
Decrease in the Company’s additional paid-in capital in relation to contribution to its subsidiary |
— |
— |
( |
) | ||||||||
Net transfers from (to) non-controlling interests |
( |
) |
( |
) | ||||||||
Changes from net income attributable to Vipshop Holdings Limited’s shareholders and transfers from (to) non-controlling interests |
2 4 . |
Other operating income |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Government grants |
||||||||||||
Claims income |
||||||||||||
Others |
||||||||||||
Total other operating income |
||||||||||||
25. |
Income taxes |
25. |
Income taxes (Continued) |
2 5 . |
Income taxes (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Income from China operations |
||||||||||||
Loss from non-China operations |
( |
) |
( |
) |
( |
) | ||||||
Total income before tax and share of loss of equity - method investees |
||||||||||||
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Income tax expenses applicable to China and Hong Kong operations |
||||||||||||
Current tax (Note) |
||||||||||||
Deferred tax |
( |
) | ( |
) | ||||||||
Total tax expenses |
||||||||||||
2 5 . |
Income taxes (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Income before income tax and share of loss of affiliates |
||||||||||||
Computed income tax expense at PRC EIT tax rate |
||||||||||||
Effect of non-deductible expenses, including: |
||||||||||||
-Share-based compensation expenses |
||||||||||||
-Other non-deductible expenses |
||||||||||||
Effect of different tax rates of subsidiaries operating in other jurisdiction |
||||||||||||
Effect of tax holidays on concessionary rates granted to PRC subsidiaries |
( |
) | ( |
) | ( |
) | ||||||
Effect of non-taxable income |
( |
) | ( |
) | ( |
) | ||||||
Change in valuation allowance |
||||||||||||
Income tax expenses |
||||||||||||
2 5 . |
Income taxes (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
The aggregate effect |
||||||||||||
Per share effect: |
||||||||||||
Class A and Class B ordinary share: |
||||||||||||
—basic |
||||||||||||
—diluted |
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carry forwards |
||||||||
Allowance for doubtful debts |
||||||||
Impairment of other investments |
||||||||
Inventory write-down |
||||||||
Payroll payable and other accruals |
||||||||
Deferred income |
||||||||
Impairment of property and equipment |
— |
|||||||
Impairment of land use rights |
— |
|||||||
Others |
||||||||
Less: valuation allowance |
( |
) |
( |
) | ||||
Total deferred tax assets-non - current |
||||||||
As of December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Deferred tax liability: |
||||||||
Intangible assets |
— |
|||||||
Fair value adjustments of long-lived assets from business acquisition |
— |
|||||||
Revaluation of other investments |
— |
|||||||
Others |
— |
|||||||
Total deferred tax liability-non-current |
||||||||
2 6 . |
Earnings per share |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
Class A and Class B |
Class A and Class B |
Class A and Class B |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Basic earnings per share attributable to Vipshop Holdings Limited’s ordinary shareholders: |
||||||||||||
Numerator: |
||||||||||||
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Denominator: |
||||||||||||
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Basic earnings per Class A and Class B ordinary shares |
|
|
|
26. |
Earnings per share (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
Class A and Class B |
Class A and Class B |
Class A and Class B |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Diluted earnings per share: |
||||||||||||
Numerator: |
||||||||||||
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Interest expenses from Convertible Senior Notes |
|
|
|
|||||||||
Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Denominator: |
||||||||||||
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Dilutive employee share options and non-vested ordinary shares |
|
|
|
|||||||||
Dilutive convertible senior notes |
|
|
|
|||||||||
Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share |
|
|
|
|||||||||
Diluted earnings per Class A and Class B ordinary shares |
|
|
|
27 . |
Accumulated other comprehensive loss |
Cumulative Translation Adjustments |
Unrealized Gain and (Loss) on Available-for-sale Securities |
Total |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance as of January 1, 2017 |
( |
) | |
( |
) | |||||||
Foreign currency translation, net of tax of |
|
— |
|
|||||||||
Fair value changes of available-for-sale investments, net of tax of |
— |
|
|
|||||||||
Reclassification adjustment for gains included in net income, net of tax of |
— |
( |
) | ( |
) | |||||||
Balance as of December 31, 2017 |
( |
) | ( |
) | ( |
) | ||||||
Adoption of ASU 2016-01 |
— |
|
|
|||||||||
Foreign currency translation, net of tax of |
( |
) | — |
( |
) | |||||||
Balance as of December 31, 2018 |
( |
) | — |
( |
) | |||||||
Foreign currency translation, net of tax of |
( |
) | — |
( |
) | |||||||
Balance as of December 31, 2019 |
( |
) | — |
( |
) | |||||||
28. |
Commitments and contingencies |
29. |
Related party transactions |
Name of related parties |
Relationship with the Group | |
Tencent and its subsidiaries (“Tencent Group”) |
A shareholder with significant influence to the Group | |
Trendy (China) Group Holdings Limited and its subsidiaries (“Trendy Group”) |
An entity controlled by a director of the Group | |
Kunshan Baowei and its subsidiaries (“Baowei Group”) |
|
A joint venture of the Group |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Purchase of goods |
|
|
|
|||||||||
Purchase of services |
|
|
|
|||||||||
Provision of services |
|
|
|
|||||||||
Sales of product |
— |
— |
|
(a) |
Amounts due from related parties (current and non - current) |
(b) |
Amounts due from related parties (current and non - current) as of December 31, 2018 and 2019 amounted to RMB |
(c) |
Amounts due to related parties |
30. |
Share-based payments |
(a) |
Share incentive plan |
30. |
Share-based payments (Continued) |
(a) |
Share incentive plan (Continued) |
Assumptions |
2017 |
|||
Expected dividend yield |
||||
Risk-free interest rate |
||||
Expected volatility |
||||
Expected life |
||||
Exercise multiples |
||||
Weighted average fair value of underlying ordinary shares (US$/share) |
30. |
Share-based payments (Continued) |
(a) |
Share incentive plan (Continued) |
(1) |
Expected dividend yield: |
(2) |
Risk-free interest rate: |
(3) |
Expected volatility: |
(4) |
Expected life: |
(5) |
Exercise multiples: |
(6) |
Fair value of underlying ordinary shares: |
Options outstanding |
Weighted average exercise price per share |
Weighted average remaining contractual years to expiry per share |
Weighted average fair value at grant date |
Weighted average intrinsic value per option |
Aggregate intrinsic value |
|||||||||||||||||||
US$ |
US$ |
US$ |
US$ |
|||||||||||||||||||||
Outstanding as of December 31, 2016 |
years |
|||||||||||||||||||||||
Granted |
||||||||||||||||||||||||
Exercised |
( |
) | ||||||||||||||||||||||
Outstanding as of December 31, 2017 |
||||||||||||||||||||||||
Exercised |
( |
) | ||||||||||||||||||||||
Outstanding as of December 31, 2018 |
||||||||||||||||||||||||
Exercised |
( |
) | ||||||||||||||||||||||
Outstanding as of December 31, 2019 |
||||||||||||||||||||||||
Non-vested as of December 31, 2019 |
||||||||||||||||||||||||
Options vested and expected to vest as of December 31, 2019 |
||||||||||||||||||||||||
Exercisable as of December 31, 201 9 |
30. |
Share-based payments (Continued) |
(a) |
Share incentive plan (Continued) |
(b) |
Non-vested shares |
Non-vested sharesoutstanding |
||||
Outstanding as of January 1, 2017 |
|
|||
Granted |
|
|||
Vested |
( |
) | ||
Forfeited |
( |
) | ||
Outstanding as of December 31, 2017 |
|
|||
Granted |
|
|||
Vested |
( |
) | ||
Forfeited |
( |
) | ||
Outstanding as of December 31, 2018 |
|
|||
Granted |
|
|||
Vested |
( |
) | ||
Forfeited |
( |
) | ||
Outstanding as of December 31, 2019 |
|
|||
30. |
Share-based payments (Continued) |
(b) |
Non-vested shares (Continued) |
(c) |
Share-based awards relating to the Shan Shan Outlets |
30. |
Share-based payments (Continued) |
(c) |
Share-based awards relating to the Shan Shan Outlets (Continued) |
Assumptions |
2019 | |
Expected dividend yield |
| |
Risk-free interest rate |
| |
Expected volatility |
| |
Total fair value of underlying registered capital |
|
(1) |
Expected dividend yield: |
(2) |
Risk-free interest rate: |
(3) |
Expected volatility: |
(d) |
Share-based compensation expenses |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Fulfillment expenses |
( |
) | ( |
) | ( |
) | ||||||
Marketing expenses |
( |
) | ( |
) | ( |
) | ||||||
Technology and content expenses |
( |
) | ( |
) | ( |
) | ||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ||||||
( |
) | ( |
) | ( |
) | |||||||
31 . |
Segment information |
31. |
Segment information (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net revenues |
||||||||||||
Vip.com |
|
|
|
|||||||||
Shan Shan Outlets |
|
|
— |
|
|
|
— |
|
|
|
| |
Others |
|
|
|
|||||||||
Inter-segment revenues (Note a) |
( |
) | ( |
) | ( |
) | ||||||
Total net revenues |
|
|
|
|||||||||
Income (loss) from operations |
||||||||||||
Vip.com |
|
|
|
|||||||||
Shan Shan Outlets |
|
|
— |
|
|
|
— |
|
|
|
| |
Others |
( |
) | ( |
) | |
|||||||
Unallocated expenses (Note b) |
( |
) | ( |
) | ( |
) | ||||||
Total income from operations |
|
|
|
|||||||||
Total other (expenses) income |
( |
) | |
|
||||||||
Income before income taxes and share of loss of equity - method investees |
|
|
|
|||||||||
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Total depreciation of property and equipment, net |
||||||||||||
Vip.com |
|
|
|
|||||||||
Shan Shan Outlets |
|
|
— |
|
|
|
— |
|
|
|
| |
Others |
|
|
|
|||||||||
|
|
|
||||||||||
(a) | Inter-segment revenues mainly consist of payment processing, financing services provided by the internet finance business to Vip.com, promotion services provided by Vip.com to internet finance business and internal procurement between offline shops and Vip.com. |
(b) | Unallocated expenses include share-based compensation and amortization of intangible assets resulting from assets and business acquisitions, which are not allocated to segments. |
31. |
Segment information (Continued) |
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Interest income |
||||||||||||
Vip.com |
|
|
|
|||||||||
Shan Shan Outlets |
|
|
— |
|
|
|
— |
|
|
|
| |
Others |
|
|
|
|||||||||
Inter-segment interest income |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
||||||||||
Interest expense |
||||||||||||
Vip.com |
( |
) | ( |
) | ( |
) | ||||||
Shan Shan Outlets |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Others |
( |
) | ( |
) | ( |
) | ||||||
Inter-segment interest income |
|
|
|
|||||||||
( |
) | ( |
) | ( |
) | |||||||
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net income of investments accounted under the equity method |
||||||||||||
Vip.com |
( |
) |
( |
) |
( |
) | ||||||
Shan Shan Outlets |
— |
— |
|
|||||||||
( |
) |
( |
) |
|
||||||||
31. |
Segment information (Continued) |
Year ended December 31, |
||||||||
2018 |
2019 |
|||||||
RMB |
RMB |
|||||||
Total assets |
||||||||
Vip.com |
|
|
||||||
Shan Shan Outlets |
|
|
— |
|
|
|
|
|
Others |
|
|
||||||
|
|
|||||||
Investments in equity - method investees |
||||||||
Vip.com |
|
|
||||||
Shan Shan Outlets |
— |
|
||||||
|
|
|||||||
Total expenditure for additions of long-lived assets |
||||||||
Vip.com |
|
|
||||||
Shan Shan Outlets |
|
|
— |
|
|
|
|
|
Others |
|
|
||||||
|
|
|||||||
Year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Product revenues |
||||||||||||
Apparel |
|
|
|
|||||||||
Shoes and bags |
|
|
|
|||||||||
Cosmetics |
|
|
|
|||||||||
Sportswear and sporting goods |
|
|
|
|||||||||
Home goods and other lifestyle products |
|
|
|
|||||||||
Toys, kids and baby |
|
|
|
|||||||||
Other goods |
|
|
|
|||||||||
|
|
|
||||||||||
Other revenues |
|
|
|
|||||||||
Total net revenues |
|
|
|
|||||||||
31. |
Segment information (Continued) |
3 2 . |
Subsequent event s |
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
|
|
|
|
Note 2(ad) |
||||||||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Other operating income |
|
|
|
|
||||||||||||
( Loss) i from operations ncome |
( |
) | ( |
) | |
|
||||||||||
Interest expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Share of results of equity method investees |
( |
) | |
( |
) | ( |
) | |||||||||
Equity income of subsidiaries and VIEs |
|
|
|
|
||||||||||||
Net income |
|
|
|
|
||||||||||||
Other comprehensive income, net of tax of nil: |
||||||||||||||||
Foreign currency translation adjustments |
|
( |
) | ( |
) | ( |
) | |||||||||
Share of comprehensive loss of subsidiaries |
( |
) | — |
— |
— |
|||||||||||
Comprehensive income attributable to Vipshop Holdings Limited’s shareholders |
|
|
|
|
||||||||||||
As of December 31, |
||||||||||||
2018 |
2019 |
2019 |
||||||||||
RMB |
RMB |
US$ |
||||||||||
Note 2(ad) |
||||||||||||
ASSETS |
||||||||||||
Cash and cash equivalents |
||||||||||||
Investment in an equity - method investee |
||||||||||||
Investment in subsidiaries and VIEs |
||||||||||||
Amount due from subsidiaries and VIEs |
||||||||||||
TOTAL ASSETS |
||||||||||||
LIABILITIES AND EQUITY |
||||||||||||
Accrued expenses and other current liabilities |
||||||||||||
Convertible senior notes |
— |
— |
||||||||||
Total liabilities |
||||||||||||
EQUITY |
||||||||||||
Class A ordinary shares (US$ |
||||||||||||
Class B ordinary shares (US$ |
||||||||||||
Additional paid-in capital |
||||||||||||
Retained earnings |
||||||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||
Total shareholders’ equity |
||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||
Year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(ad) |
||||||||||||||||
Cash flow from operating activities: |
||||||||||||||||
Net income |
||||||||||||||||
Adjustments to reconcile net income to net cash by operating activities: |
||||||||||||||||
Equity income of subsidiaries and variable interest entities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Share of results of equit y- method investees |
( |
) | ||||||||||||||
Share-based compensation expenses |
— |
— |
||||||||||||||
Amortization of debt issuance cost |
— |
— |
— |
|||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Investment in subsidiaries and VIEs |
— |
— |
— |
|||||||||||||
Accrued expenses and other current liabilities |
( |
) | ( |
) |
( |
) | ||||||||||
Deferred income |
( |
) | — |
— |
— |
|||||||||||
Net cash generated from (used in) operating activities |
( |
) |
( |
) | ||||||||||||
Cash flows from investing activities: |
||||||||||||||||
( Loan to ) repa from subsidiaries and VIEs yment |
( |
) | ( |
) | ||||||||||||
Net cash (used in) provided by investing activities |
( |
) |
( |
) |
||||||||||||
Cash flows from financing activities: |
||||||||||||||||
Proceeds from issuance of ordinary shares upon exercise of share options |
||||||||||||||||
Redemption of convertible senior notes |
( |
) | — |
( |
) | ( |
) | |||||||||
Proceeds from issuance of ordinary shares to new investors |
— |
— |
— |
|||||||||||||
Net cash provided by (used in) financing activities |
( |
) |
( |
) | ||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net increase in cash and cash equivalents |
( |
) |
( |
) |
( |
) | ||||||||||
Cash and cash equivalents at beginning of the period |
||||||||||||||||
Cash and cash equivalents at end of the period |
||||||||||||||||