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Name | Symbol | Market | Type |
---|---|---|---|
Vipshop Holdings Ltd | NYSE:VIPS | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.025 | -0.16% | 15.885 | 16.11 | 15.74 | 16.00 | 1,085,142 | 15:10:38 |
As filed with the Securities and Exchange Commission on May 22, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIPSHOP HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands | Not Applicable | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
Vipshop Headquarters, 128 Dingxin Road
Haizhu District, Guangzhou 510220
Peoples Republic of China
(Address, Including Zip Code, of Principal Executive Offices)
Vipshop Holdings Limited 2014 Share Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934 (the Exchange Act).
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the Securities Act). ☐
Copies to:
David Cui, Chief Financial Officer Vipshop Holdings Limited Vipshop Headquarters, 128 Dingxin Road Haizhu District, Guangzhou 510220 Peoples Republic of China +86 (20) 2233-0025 |
Yuting Wu, Esq. Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Center, Tower II, 46/F 1539 Nanjing West Road Shanghai 200040 Peoples Republic of China +86 (21) 6193-8200 |
EXPLANATORY NOTE
This registration statement on Form S-8 is being filed by Vipshop Holdings Limited (the Registrant) to register additional Class A ordinary shares of the Registrant issuable pursuant to the 2014 Share Incentive Plan of the Registrant (the 2014 Plan) and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the 2014 Plan (referred to as the evergreen provisions), the number of Class A ordinary shares that are available for award grant purposes under the 2014 Plan is automatically increased each year in accordance with a formula set forth in the 2014 Plan. The additional securities registered hereby consist of 5,830,632 Class A ordinary shares that were automatically added to the then maximum aggregate number of shares issuable pursuant to the 2014 Plan, effective January 1, 2021, January 1, 2022, and January 1, 2023, pursuant to the 2014 Plans evergreen provisions, on top of the Class A ordinary shares registered by the registration statements on Form S-8 (File No. 333-199515, File No. 333-222218, and File No. 333-248504) filed with the Securities and Exchange Commission (the Commission) on October 22, 2014, December 21, 2017, and August 31, 2020, respectively (the Prior Registration Statements).
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except as otherwise set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the Commission) are incorporated by reference herein:
(a) | The Registrants annual report on Form 20-F (File No. 001-35454) for the year ended December 31, 2022, filed with the Commission on April 19, 2023. |
(b) | Not applicable. |
(c) | The description of the securities incorporated by reference in the Registrants registration statement on Form 8-A (File No. 001-35454) filed with the Commission on March 9, 2012 pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 8. | Exhibits |
See the Exhibit Index included herein.
EXHIBIT INDEX
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guangzhou, Peoples Republic of China, on May 22, 2023.
VIPSHOP HOLDINGS LIMITED | ||||
By: | /s/ Eric Ya Shen | |||
Name: | Eric Ya Shen | |||
Title: | Chairman and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Eric Ya Shen and Arthur Xiaobo Hong, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 22, 2023.
Signature |
Title | |||
/s/ Eric Ya Shen Eric Ya Shen |
|
Chairman and Chief Executive Officer (principal executive officer) | ||
/s/ Arthur Xiaobo Hong Arthur Xiaobo Hong |
Vice Chairman and Chief Operating Officer | |||
/s/ Martin Chi Ping Lau Martin Chi Ping Lau |
Director | |||
/s/ Jacky Yu Xu Jacky Yu Xu |
Director | |||
/s/ Donghao Yang Donghao Yang |
Director | |||
/s/ Chun Liu Chun Liu |
Director | |||
/s/ Frank Lin Frank Lin |
Director | |||
/s/ Xing Liu Xing Liu |
Director | |||
/s/ Kathleen Chien Kathleen Chien |
Director | |||
/s/ Nanyan Zheng Nanyan Zheng |
Director | |||
/s/ David Cui David Cui |
Chief Financial Officer (principal financial and accounting officer) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vipshop Holdings Limited, has signed this registration statement or amendment thereto in New York, New York, the United States on May 22, 2023.
Authorized U.S. Representative
COGENCY GLOBAL INC. | ||
By: | /s/ Colleen A. De Vries | |
Name: | Colleen A. De Vries | |
Title: | Senior Vice-President on behalf of Cogency Global Inc. |
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