You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. A.Operating Results As a leading off-price retailer, we offer a broad spectrum of high-quality branded products at deep discounts through diverse online and offline channels. We primarily generate revenue through direct product sales across our retail channels, representing over 90% of our total net revenues in 2023, 2024 and 2025. In our off-price retailer operations, we source products from brand partners and sell them directly to customers. Additionally, our substantial business scale enables us to generate additional revenues from our brand partners and customers by offering a range of value-added services, primarily including promotion and advertising services, outlet rental and management, and SVIP membership program. In 2023, 2024 and 2025, we generated total net revenues of RMB112.86 billion, RMB108.42 billion and RMB105.92 billion (US$15.15 billion), respectively. In 2023, 2024 and 2025, we generated net income of RMB8.20 billion, RMB7.84 billion, RMB7.41 billion (US$1.06 billion), respectively. Our net income in 2023, 2024 and 2025 reflected share-based compensation expenses in an aggregate amount of RMB1,509.8 million, RMB1,537.7 million, RMB1,731.1 million (US$247.5 million), respectively. 109 Table of Contents As of December 31, 2025, we had cash and cash equivalents and restricted cash of RMB24.12 billion (US$3.45 billion) and short-term investments of RMB5.78 billion (US$826.1 million). Our short-term investments consist primarily of investments in financial products offered by commercial banks in China with fixed maturity dates ranging from three months to one year. We believe this level of liquidity is sufficient to successfully navigate an extended period of uncertainty. Our business and results of operations are influenced by both general market conditions and company-specific factors. Key general factors that affect the off-price retail market in China include macroeconomic conditions, disposable income levels, and innovation in the industry, as well as regulatory policies. Unfavorable changes in any of these general factors could reduce or fluctuate demand for our products and materially and adversely affect our results of operations. Our results of operations are also subject to competition from other major off-price retailers who compete directly with us for brands and customers, as well as other online or offline retail businesses for customers’ wallet share. In addition to these general factors, our operating results are also affected by several company-specific factors, including: ● our ability to curate product assortment and maintain relationships with brand partners; ● our ability to expand customer base and enhance customer engagement; ● our ability to effectively operate across multiple channels; ● our ability to strengthen technological capabilities and infrastructure; and ● our ability to improve operating efficiency. Key Components of Our Results of Operations Net Revenues We generated a substantial portion of our net revenues from sales of products. Generally, we offer our customers a right to return products purchased for a limited time period upon receipt of products. Our product revenues are recognized at the point of time when the goods have been received by the customers. Our net revenues exclude returned products, value-added taxes, related surcharges, and sales tax on cross-border revenues. The following table sets forth a breakdown of our net revenues both in absolute amount and as a percentage of our total net revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (RMB in thousands, except for percentage data) Net revenues: ​ ​ ​ ​ ​ ​ ​ Product revenues 105,613,485 93.6 100,734,550 92.9 97,398,826 13,927,847 92.0 Other revenues(1) 7,242,535 6.4 7,686,282 7.1 8,520,720 1,218,447 8.0 Total net revenues 112,856,020 100.0 108,420,832 100.0 105,919,546 15,146,294 100.0 Note: (1) Other revenues primarily consist of revenues generated from our promotion and advertising service (substantially derived from advertising across our online channels, with a small portion deriving from advertising on websites and mobile apps of third parties placed through us), outlet rental and management, and SVIP membership program. 110 Table of Contents The following table sets forth the key factors that directly affect our net revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 GMV (RMB in billions) 208.0 209.3 213.5 Active customers (in millions) 87.4 84.7 84.8 Active SVIP customers (in millions) 7.6 8.8 9.8 ​ Cost of Revenues Our cost of revenues primarily consists of cost of merchandise sold. Cost of merchandise sold is determined using the weighted average cost method. Our cost of revenues does not include fulfillment expenses and online payment processing fees. Our cost of merchandise sold was RMB85.14 billion, RMB80.87 billion and RMB79.26 billion (US$11.33 billion) in 2023, 2024 and 2025, respectively. Operating Expenses Our operating expenses consist of (i) fulfillment expenses, (ii) marketing expenses, (iii) technology and content expenses, and (iv) general and administrative expenses. The following table sets forth the components of our operating expenses both in absolute amount and as a percentage of total net revenues for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB’000 ​ ​ ​ % ​ ​ ​ RMB’000 ​ ​ ​ % ​ ​ ​ RMB’000 ​ ​ ​ US$’000 ​ ​ ​ % Fulfillment expenses 8,262,004 7.3 8,346,864 ​ 7.7 8,291,670 1,185,693 7.8 Marketing expenses 3,242,215 2.9 2,979,654 ​ 2.8 2,988,995 427,421 2.8 Technology and content expenses 1,767,530 1.6 1,892,434 ​ 1.7 1,755,123 250,979 1.7 General and administrative expenses 4,146,568 3.7 3,992,657 ​ 3.7 4,374,425 625,534 4.1 Total operating expenses 17,418,317 15.5 17,211,609 ​ 15.9 17,410,213 2,489,627 16.4 ​ Fulfillment expenses. Fulfillment expenses primarily consist of shipping and handling expenses, packaging expenses, depreciation and amortization of warehouse and logistics equipment, compensation and benefits of logistics and customer service personnel. Our shipping and handling expenses were RMB5.84 billion, RMB5.82 billion and RMB5.82 billion (US$832.6 million) in 2023, 2024 and 2025, respectively. Our fulfillment services utilize our logistics network and rely on high-quality delivery service providers with nationwide coverage. Marketing expenses. Marketing expenses primarily consist of advertising expenses incurred in connection with customer acquisition and brand promotional activities as well as compensation and benefits of marketing personnel. Technology and content expenses. Technology and content expenses primarily consist of compensation and benefits of our IT personnel, depreciation of IT equipment, telecommunications expenses, and expenses incurred in creating content for our sales events on our retail channels. General and administrative expenses. General and administrative expenses primarily consist of compensation and benefits of administrative personnel, payment processing fees, depreciations, rental expenses, and other administrative and overhead expenses. Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to tax on income or capital gains tax in the Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. 111 Table of Contents Hong Kong Our subsidiaries incorporated in Hong Kong are subject to a two-tiered income tax rate for taxable income earned in Hong Kong, effective April 1, 2018. The first two million Hong Kong dollars of profits earned by the company are subject to an income tax rate of 8.25%, while the remaining profits will continue to be taxed at the existing tax rate, 16.5%. Under Hong Kong tax law, our subsidiaries incorporated in Hong Kong are exempted from the Hong Kong income tax on foreign-derived income and there are no withholding taxes in Hong Kong on the remittance of dividends. Singapore Our wholly owned subsidiaries incorporated in Singapore are subject to Singapore corporate tax at a rate of 17% on the assessable profits arising from Singapore. Vipshop Singapore Pte. is entitled to enjoy the beneficial tax rate at 10% from July 1, 2022 to December 31, 2024, and to enjoy the beneficial tax rate at 15% for trading business from January 1, 2025 to June 30, 2027. Mainland China Pursuant to the Enterprise Income Tax Law, companies established in China are generally subject to enterprise income tax at a statutory rate of 25%. The 25% rate applies to most of our subsidiaries and the VIEs established in China. One of our significant PRC subsidiaries, Guangzhou Pinwei Software Co., Ltd., benefits from preferential tax treatment as a High and New Technology Enterprise, which is valid for a three-year term. Four of our significant PRC subsidiaries benefit from a preferential tax rate of 15% by qualifying as an enterprise in the western regions in an encouraged industry sector as defined by the Catalogue of Encouraged Industries in the Western Regions, subject to the annual update of such catalogue. One of our significant PRC subsidiaries, Vipshop (Guangzhou) Software Co., Ltd., was classified as a “software enterprise” by the local software industry association in 2023, 2024 and 2025, which entitled it to enjoy a preferential enterprise income tax policy of “exemption for the first two years and 50% deduction of income tax (i.e., entitled to a favorable tax rate at 12.5%) for the subsequent three years” from the first profit making year. The first profit making year for this subsidiary was 2021. We evaluate the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2023, 2024 and 2025, we did not have any unrecognized tax benefits. We do not anticipate any significant increase to our liability for unrecognized tax benefit within the next 12 months. We will classify interest and penalties relating to income tax matters, if any, in income tax expense. The amount of tax loss carry forwards of our certain subsidiaries was RMB2.20 billion, RMB2.22 billion, and RMB2.25 billion (US$321.6 million) as of December 31, 2023, 2024 and 2025, respectively. We provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31 2023, 2024 and 2025, respectively, as our management is not able to conclude that the future realization of some of such net operating loss carry forwards is more likely than not. As of December 31, 2023, 2024 and 2025, we had value-added tax recoverable of approximately RMB409.5 million, RMB687.3 million, and RMB724.1 million (US$103.6 million), respectively. Value-added tax recoverable occurs due to timing difference on operation of certain entities, as we record the revenue and value-added tax output when goods are delivered, but value-added tax input invoice from suppliers may be delayed. We also had value-added tax payable of RMB189.4 million, RMB193.5 million and RMB233.2 million (US$33.4 million) as of December 31, 2023, 2024 and 2025, respectively, included as accrued expenses and other current liabilities. We do not net off value-added tax recoverable and payable from different entities within our group companies. For more information on PRC tax regulations, see “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Tax” and “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation.” Seasonality As a substantial portion of our business is conducted online, our results of operations are subject to seasonal fluctuations that other internet companies may experience, reflecting a combination of seasonal fluctuations in internet usage, traditional retail seasonality patterns, and seasonal buying patterns in certain categories such as apparel. 112 Table of Contents Sales in the retail industry are typically significantly higher in the fourth quarter of the year than in the preceding three quarters. E-commerce companies in China hold special promotional campaigns on November 11 and December 12 each year that boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the fourth quarter of each year to celebrate the anniversary of the founding of our platform. The seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results. Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Product revenues ​ 105,613,485 ​ 100,734,550 ​ 97,398,826 ​ 13,927,847 Other revenues 7,242,535 ​ 7,686,282 8,520,720 1,218,447 Total net revenues 112,856,020 ​ 108,420,832 105,919,546 15,146,294 Cost of revenues(1) (87,135,128) ​ (82,951,178) (81,429,230) (11,644,225) Gross profit 25,720,892 ​ 25,469,654 24,490,316 3,502,069 Operating Expenses(2) ​ ​ ​ ​ ​ —Fulfillment expenses(3) (8,262,004) ​ (8,346,864) (8,291,670) (1,185,693) —Marketing expenses (3,242,215) ​ (2,979,654) (2,988,995) (427,421) —Technology and content expenses (1,767,530) ​ (1,892,434) (1,755,123) (250,979) —General and administrative expenses (4,146,568) ​ (3,992,657) (4,374,425) (625,534) Total operating expenses (17,418,317) ​ (17,211,609) (17,410,213) (2,489,627) Other operating income 801,560 ​ 915,208 1,055,843 150,984 Income from operations 9,104,135 ​ 9,173,253 8,135,946 1,163,426 Impairment loss of investments (19,105) ​ (61,246) (15,450) (2,209) Interest expenses (22,932) ​ (57,676) (90,037) (12,875) Interest income 780,292 ​ 809,792 801,587 114,625 Exchange gain/(loss) 162,666 ​ (24,813) (62,086) (8,878) Investment (loss) gain and revaluation of investments (18,054) ​ 148,170 144,723 20,695 Income before income taxes and share of income of equity method investees 9,987,002 ​ 9,987,480 8,914,683 1,274,784 Income tax expense (1,866,004) ​ (2,315,515) (1,798,963) (257,248) Share of income of equity method investees 80,301 ​ 166,980 293,919 42,030 Net income 8,201,299 ​ 7,838,945 7,409,639 1,059,566 Net income attributable to non-controlling interests (84,675) ​ (99,010) (167,149) (23,902) Net income attributable to our shareholders 8,116,624 ​ 7,739,935 7,242,490 1,035,664 Notes: (1) Excludes shipping and handling expenses. (2) Include share-based compensation expenses as set forth below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Fulfillment expenses (77,926) ​ (84,079) (68,092) (9,737) Marketing expenses (33,379) ​ (31,215) (52,074) (7,446) Technology and content expenses (330,197) ​ (382,308) (309,364) (44,238) General and administrative expenses (1,068,304) ​ (1,040,138) (1,301,533) (186,117) Total (1,509,806) ​ (1,537,740) (1,731,063) (247,538) ​ 113 Table of Contents (3) Include shipping and handling expenses, which amounted to RMB5.84 billion, RMB5.82 billion, and RMB5.82 billion (US$832.6 million) in the years ended December 31, 2023, 2024 and 2025, respectively. Segment Information The following table sets forth our segment operating results for the years ended December 31, 2023, 2024 and 2025. Year Ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shan Shan ​ ​ ​ ​ ​ ​ Vip.com ​ Outlets ​ Others ​ Total ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Revenues from external customers ​ 101,136,509 ​ 4,058,022 ​ 725,015 ​ 105,919,546 Inter-segment revenues(1) 384,346 23,516 189,172 597,034 ​ 101,520,855 4,081,538 914,187 106,516,580 Reconciliation of total net revenues ​ ​ ​ ​ Elimination of inter-segment revenues ​ ​ ​ (597,034) Total net revenues ​ ​ ​ 105,919,546 Less: ​ ​ ​ ​ Cost of revenues (79,555,236) (1,859,631) (350,505) ​ Fulfillment expenses(2) (8,200,923) — — ​ Marketing expenses(2) (2,719,647) (234,942) — ​ Technology and content expenses(2) (1,355,745) — — ​ General and administrative expenses(2) (2,323,903) (644,851) (263,248) ​ Share-based compensation expenses(3) (1,039,023) (660,719) — ​ Other segment items(4) 856,160 175,818 (204,239) ​ Segment income from operations 7,182,538 857,213 96,195 8,135,946 Reconciliation of profit or loss: ​ ​ ​ ​ Other income and expenses(5) ​ ​ ​ 778,737 Income before income taxes and share of income of equity method investees ​ ​ ​ 8,914,683 ​ 114 Table of Contents Year Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shan Shan ​ ​ ​ ​ ​ ​ Vip.com ​ Outlets ​ Others ​ Total ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Revenues from external customers ​ 104,379,002 ​ 3,284,968 ​ 756,862 ​ 108,420,832 Inter-segment revenues(1) 352,166 25,761 205,325 583,252 ​ 104,731,168 3,310,729 962,187 109,004,084 Reconciliation of total net revenues ​ ​ ​ ​ Elimination of inter-segment revenues ​ ​ ​ (583,252) Total net revenues ​ ​ ​ 108,420,832 Less: ​ ​ ​ ​ Cost of revenues (81,251,073) (1,626,883) (344,551) ​ Fulfillment expenses(2) (8,241,185) — — ​ Marketing expenses(2) (2,766,702) (200,850) — ​ Technology and content expenses(2) (1,424,414) — — ​ General and administrative expenses(2) (2,290,281) (558,476) (333,414) ​ Share-based compensation expenses(3) (1,137,590) (360,055) — ​ Other segment items(4) 731,609 160,771 (187,737) ​ Segment income from operations 8,351,532 725,236 96,485 9,173,253 Reconciliation of profit or loss: ​ ​ ​ ​ Other income and expenses(5) ​ ​ ​ 814,227 Income before income taxes and share of income of equity method investees ​ ​ ​ 9,987,480 ​ Year Ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shan Shan ​ ​ ​ ​ ​ ​ Vip.com ​ Outlets ​ Others ​ Total ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Revenues from external customers ​ 109,177,540 ​ 2,771,018 ​ 907,462 ​ 112,856,020 Inter-segment revenues(1) 378,941 24,959 326,591 730,491 ​ 109,556,481 2,795,977 1,234,053 113,586,511 Reconciliation of total net revenues ​ ​ ​ ​ Elimination of inter-segment revenues ​ ​ ​ (730,491) Total net revenues ​ ​ ​ 112,856,020 Less: ​ ​ ​ ​ Cost of revenues (85,569,090) (1,488,518) (405,095) ​ Fulfillment expenses(2) (8,151,510) — — ​ Marketing expenses(2) (3,170,057) (170,246) — ​ Technology and content expenses(2) (1,350,414) — — ​ General and administrative expenses(2) (2,312,911) (457,780) (530,555) ​ Share-based compensation expenses(3) (1,023,215) (441,195) — ​ Other segment items(4) 639,886 122,882 (174,558) ​ Segment income from operations 8,619,170 361,120 123,845 9,104,135 Reconciliation of profit or loss: ​ ​ ​ ​ Other income and expenses(5) ​ ​ ​ 882,867 Income before income taxes and share of income of equity method investees ​ ​ ​ 9,987,002 Notes: (1) Inter-segment revenues mainly consist of payment processing, inter platform technical services, warehousing rental services and supply chain management services, promotion services provided by Vip.com to internet finance business and by offline shops to Vip.com, and internal procurement between offline shops, Shan Shan Outlets and Vip.com. 115 Table of Contents (2) These expenses exclude share-based compensation expenses. (3) Please refer to detail information in Note 24 to the consolidated financial statements included elsewhere in this annual report on Form 20-F. (4) For each segment, the other segment items category includes: Vip.com — other operating income which consists of government grants, claims income and other miscellaneous income. Shan Shan Outlets — technology and content expenses, other operating income which consists of government grants, claims income and other miscellaneous income. Others — fulfillment expenses, marketing expenses, technology and content expenses, share-based compensation expenses, other operating income which consists of government grants, claims income and other miscellaneous income. (5) Other income and expenses include interest income, exchange gain/(loss), investment gain/(loss) and revaluation of investments, interest expenses and impairment loss of investments. The following table sets forth depreciation of property and equipment, net (included in the measurement of segment profit or loss) for the years ended December 31, 2023, 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Total depreciation of property and equipment, net ​ ​ ​ Vip.com 851,630 924,097 928,680 Shan Shan Outlets 417,226 476,943 585,577 Others 30,528 17,452 12,214 Total 1,299,384 1,418,492 1,526,471 ​ 116 Table of Contents The following table sets forth interest income and interest expenses for the years ended December 31, 2023, 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Segment Interest Income ​ ​ ​ Vip.com 654,485 610,161 643,679 Shan Shan Outlets 42,807 41,932 53,646 Others 84,532 158,734 105,697 Inter-segment interest income (1,532) (1,035) (1,435) Total 780,292 809,792 801,587 Segment Interest Expense ​ ​ ​ Vip.com (22,821) (57,627) (86,718) Shan Shan Outlets (111) (53) (3,319) Others (1,532) (1,031) (1,435) Inter-segment interest expense 1,532 1,035 1,435 Total (22,932) (57,676) (90,037) ​ The following table sets forth share of income (loss) of investments accounted under the equity method for the years ended December 31, 2023, 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Share of income (loss) of investments accounted under the equity method ​ ​ ​ Vip.com 52,212 1,647 (1,933) Shan Shan Outlets 112,868 121,071 141,924 Others (84,779) 44,262 153,928 Total 80,301 166,980 293,919 ​ The following table sets forth assets information and investments in equity method investees information in the reportable segments reviewed by our management. ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Total Assets ​ ​ Vip.com 51,103,217 53,572,887 Shan Shan Outlets 19,971,408 21,650,040 Others 3,861,501 3,620,391 Total 74,936,126 78,843,318 Investments in equity method investees ​ ​ ​ ​ Vip.com ​ 1,106,779 ​ 2,174,846 Shan Shan Outlets ​ 760,596 ​ 800,520 Others ​ 134,668 ​ 161,418 Total ​ 2,002,043 ​ 3,136,784 ​ 117 Table of Contents The following table sets forth total expenditure for additions of long-lived assets information in the reportable segments reviewed by our management. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Total expenditure for additions of long-lived assets ​ ​ Vip.com 870,593 590,415 Shan Shan Outlets 2,687,663 1,469,068 Others 4,330 7,055 Total 3,562,586 2,066,538 ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Revenues. Our total net revenues decreased from RMB108.42 billion in 2024 to RMB105.92 billion (US$15.15 billion) in 2025, primarily due to a decrease in product revenue from RMB100.73 billion in 2024 to RMB97.40 billion (US$13.93 billion) in 2025. The number of our active customers was 84.8 million in 2025, as compared to 84.7 million in 2024. Amid a volatile economic climate and intensified market conditions, we implemented a disciplined operating strategy in 2025, intentionally prioritizing quality over volume-driven expansion. Despite the modest decrease in our net revenues, our performance remained resilient and our deliberate operating strategy has achieved targeted high-quality customer growth, as demonstrated by a year-over-year increase of 11.5% in our active SVIP customers from 8.8 million in 2024 to 9.8 million in 2025. Cost of Revenues. Our cost of revenues decreased from RMB82.95 billion in 2024 to RMB81.43 billion (US$11.64 billion) in 2025, primarily due to the decrease in cost of merchandise sold, generally in line with the decrease in our product sales volume. Gross Profit and Gross Margin. As a result of the foregoing, our gross profit amounted to RMB25.47 billion in 2024 and RMB24.49 billion (US$3.50 billion) in 2025. Our gross margin remained relatively stable, amounting to 23.5% in 2024 and 23.1% in 2025. Operating Expenses. Our operating expenses increased from RMB17.21 billion in 2024 to RMB17.41 billion (US$2.49 billion) in 2025, primarily due to the increase in general and administrative expenses, partially offset by the decreases in fulfillment expenses and technology and content expenses. Fulfillment expenses. Our fulfillment expenses decreased from RMB8.35 billion in 2024 to RMB8.29 billion (US$1.19 billion) in 2025. Shipping and handling expenses, the largest component of our fulfillment expenses during these periods, remained relatively stable, amounting to RMB5.82 billion in both 2024 and 2025. The decrease in our fulfillment expenses was generally in line with the decrease in our product sales volume. Our fulfillment expenses as a percentage of our total net revenues remained relatively stable, accounting for 7.7% in 2024 and 7.8% in 2025. Marketing expenses. Our marketing expenses increased from RMB2.98 billion in 2024 to RMB2.99 billion (US$427.4 million) in 2025. Our marketing expenses as a percentage of our total net revenues remained relatively stable, accounting for 2.8% in both 2024 and 2025, primarily due to our disciplined marketing strategy. Technology and content expenses. Our technology and content expenses decreased from RMB1.89 billion in 2024 to RMB1.76 billion (US$251.0 million) in 2025, primarily due to the decrease in personnel expenses attributable to the decrease in the number of product and technology support employees. Our technology and content expenses as a percentage of our total net revenues remained relatively stable, accounting for 1.7% in both 2024 and 2025. General and administrative expenses. Our general and administrative expenses increased from RMB3.99 billion in 2024 to RMB4.37 billion (US$625.5 million) in 2025, primarily due to the increase in share-based compensation expenses. The increase in share-based compensation expenses was primarily attributable to the increase of the fair value of share-based awards determined based on performance of Shan Shan Outlets’ business. As a result, our general and administrative expenses as a percentage of our total net revenues increased from 3.7% in 2024 to 4.1% in 2025. Other Operating Income. Our other operating income amounted to RMB1.06 billion (US$151.0 million) in 2025, as compared to RMB915.2 million in 2024. Our other operating income in 2024 and 2025 were primarily income derived from government grants. 118 Table of Contents Interest Expenses. We incurred interest expenses of RMB57.7 million in 2024 and RMB90.0 million (US$12.9 million) in 2025, respectively, primarily due to the increase in short-term loans. Interest Income. Our interest income decreased from RMB809.8 million in 2024 to RMB801.6 million (US$114.6 million) in 2025, primarily due to the decrease in the interest rate of interest-bearing investments, such as the deposits and short-term investments with commercial banks. Income Tax Expenses. Income tax expenses were RMB1.80 billion (US$257.2 million) in 2025, as compared to RMB2.32 billion in 2024. Our effective tax rate in 2025 was 20.2%, as compared to 23.2% in 2024. The change in effective tax rate was primarily due to the combined impacts of (i) effect on dividends and undistributed earnings, (ii) effect of tax holidays on concessionary rates granted to our subsidiaries, (iii) change in valuation allowance, and (iv) effect of foreign tax. Share of Income of Equity Method Investees, Net of Tax of Nil. We recorded share of income of equity method investees of RMB293.9 million (US$42.0 million) in 2025, as compared to share of income of equity method investees of RMB167.0 million in 2024, which was primarily due to the increase in share of income from the underlying investments. Net Income. As a result of the foregoing, we recorded a net income of RMB7.41 billion (US$1.06 billion) in 2025, as compared to a net income of RMB7.84 billion in 2024. Net Income Attributable to Non-controlling Interests. We recorded net income attributable to non-controlling interests of RMB167.1 million (US$23.9 million) in 2025, as compared to net income attributable to non-controlling interests of RMB99.0 million in 2024, which was primarily due to the increase in net income attributable to non-controlling shareholders of Shan Shan Outlets. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Revenues. Our total net revenues decreased from RMB112.86 billion in 2023 to RMB108.42 billion in 2024, primarily due to a decrease in product revenues from RMB105.61 billion in 2023 to RMB100.73 billion in 2024. The number of our active customers was 84.7 million in 2024, as compared to 87.4 million in 2023. In 2024, facing a volatile economic climate and heightened market challenges, we pursued a strategic focus on quality over volume-driven expansion. Though net revenues saw a slight decline, our dedicated approach drove a year-over-year growth of 15.6% in active SVIP customers from 7.6 million in 2023 to 8.8 million in 2024. Cost of Revenues. Our cost of revenues decreased from RMB87.14 billion in 2023 to RMB82.95 billion in 2024, primarily due to the decrease in cost of merchandise sold in line with the decrease in our products sales volume. Gross Profit and Gross Margin. As a result of the foregoing, our gross profit decreased from RMB25.72 billion in 2023 to RMB25.47 billion in 2024. Our gross margin increased from 22.8% in 2023 to 23.5% in 2024, primarily due to changes in product category mix and improved inventory management. Operating Expenses. Our operating expenses decreased from RMB17.42 billion in 2023 to RMB17.21 billion in 2024, primarily due to the decreases in marketing expenses and general and administrative expenses, partially offset by the increases in fulfillment expenses and technology and content expenses. Fulfillment expenses. Our fulfillment expenses increased from RMB8.26 billion in 2023 to RMB8.35 billion in 2024, primarily due to the increase in warehouse staffs cost. Our fulfillment expenses as a percentage of our total net revenues increased from 7.3% in 2023 to 7.7% in 2024. Shipping and handling expenses, the largest component of our fulfillment expenses during these periods, remained relatively stable, amounting to RMB5.84 billion in 2023 and RMB5.82 billion in 2024. Marketing expenses. Our marketing expenses decreased from RMB3.24 billion in 2023 to RMB2.98 billion in 2024, primarily due to our disciplined marketing strategy. Our marketing expenses as a percentage of our total net revenues remained relatively stable, accounting for 2.9% in 2023 and 2.8% in 2024. Technology and content expenses. Our technology and content expenses increased from RMB1.77 billion in 2023 to RMB1.89 billion in 2024, primarily due to our continuing efforts to invest in advanced technologies such as AI. Our technology and content expenses as a percentage of our total net revenues remained relatively stable, accounting for 1.6% in 2023 and 1.7% in 2024. 119 Table of Contents General and administrative expenses. Our general and administrative expenses were RMB3.99 billion in 2024, as compared to RMB4.15 billion in 2023. Our general and administrative expenses decreased by 3.7% primarily due to the decrease in impairment loss of long-lived assets. Our general and administrative expenses as a percentage of our total net revenues remained relatively stable, accounting for 3.7% in 2023 and 2024. Other Operating Income. Our other operating income amounted to RMB915.2 million in 2024, as compared to RMB801.6 million in 2023. Our other operating income in 2024 primarily included income derived from government grants. Interest Expenses. We incurred interest expenses of RMB57.7 million in 2024, as compared to RMB22.9 million in 2023, primarily due to the increase in short-term loans. Interest Income. Our interest income increased by 3.8% from RMB780.3 million in 2023 to RMB809.8 million in 2024, primarily due to the increase in interest-bearing investments, such as the deposits and short-term investments with commercial banks. Income Tax Expenses. Income tax expenses were RMB2,315.5 million in 2024, as compared to RMB1,866.0 million in 2023. Our effective tax rate in 2024 was 23.2%, as compared to 18.7% in 2023. The change in effective tax rate was primarily due to the combined impacts of (i) tax on dividends and undistributed earnings, (ii) change in valuation allowance, and (iii) effect of non-taxable income. Share of Income of Equity Method Investees, Net of Tax of Nil. We recorded share of income of equity method investees of RMB167.0 million in 2024, as compared to share of income of equity method investees of RMB80.3 million in 2023, which was primarily due to the increase in share of income from Guofu Life Insurance Co., Ltd. Net Income. As a result of the foregoing, we recorded a net income of RMB7.84 billion in 2024, as compared to a net income of RMB8.20 billion in 2023. Net Income Attributable to Non-controlling Interests. We recorded net income attributable to non-controlling interests of RMB99.0 million in 2024, as compared to net income attributable to non-controlling interests of RMB84.7 million in 2023, which was primarily due to the increase in net income attributable to non-controlling shareholders of Shan Shan Outlets. B.Liquidity and Capital Resources As of December 31, 2024 and 2025, we had RMB26.95 billion and RMB24.12 billion (US$3.45 billion), respectively, in cash, cash equivalents, and restricted cash. We had short-term investments with an aggregate outstanding amount of RMB5.78 billion (US$826.1 million) as of December 31, 2025. Our cash and cash equivalents primarily consist of cash on hand, time deposits that are not restricted as to withdrawal or use, and highly liquid investments with maturities of less than three months. We also procured several bank borrowings in an aggregate amount of RMB5.84 billion (US$835.8 million) and had unutilized banking facilities in an amount of RMB20.34 billion (US$2.91 billion) as of December 31, 2025. We believe that our current cash, cash equivalents, and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months. However, we may need additional capital in the future to fund our continued operations. 120 Table of Contents As of December 31, 2024 and 2025, our cash, cash equivalents, restricted cash, and short-term investments were held in the following currency denominations and jurisdictions in which our subsidiaries domiciled: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2025 ​ ​ ​ ​ Subsidiaries ​ ​ ​ ​ ​ ​ ​ Subsidiaries ​ ​ ​ ​ ​ ​ ​ ​ in Hong ​ Subsidiary ​ ​ ​ ​ ​ in Hong ​ Subsidiary ​ ​ ​ ​ ​ ​ Kong and ​ in the ​ ​ ​ ​ ​ Kong and ​ in the ​ ​ ​ ​ Subsidiaries ​ Other ​ United ​ ​ ​ Subsidiaries ​ Other ​ United ​ ​ ​ ​ in China(1) ​ ​ ​ Regions ​ ​ ​ States ​ ​ ​ Total ​ ​ ​ in China(1) ​ ​ ​ Regions ​ ​ ​ States ​ ​ ​ Total ​ ​ (in thousands) Currency Denomination ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RMB ​ 21,211,074 ​ 2,304,057 ​ — ​ 23,515,131 ​ 21,781,141 ​ 5,590,746 ​ — ​ 27,371,887 US$ ​ 25,231 ​ 5,234,279 ​ 337 ​ 5,259,847 ​ 48,330 ​ 2,442,595 ​ 389 ​ 2,491,314 Others ​ 2 ​ 52,279 ​ — ​ 52,281 ​ 2 ​ 37,183 ​ — ​ 37,185 Total 21,236,307 7,590,615 337 28,827,259 21,829,473 8,070,524 389 29,900,386 Note: (1)Also include the consolidated variable interest entities in China. As of December 31, 2024 and 2025, our cash, cash equivalents, and restricted cash held by the consolidated variable interest entities and subsidiaries in China were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Cash, Cash Equivalents, and Restricted Cash ​ ​ ​ Consolidated variable interest entities in China 3,899,279 2,969,385 424,616 Subsidiaries in China 17,337,028 17,325,599 2,477,528 Total 21,236,307 20,294,984 2,902,144 ​ As of December 31, 2024 and 2025, our short-term investments held by the consolidated variable interest entities and subsidiaries in China were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Short-term Investments ​ ​ ​ ​ Consolidated variable interest entities in China ​ — ​ 140,041 ​ 20,026 Subsidiaries in China — ​ 1,394,448 199,403 Total ​ — ​ 1,534,489 ​ 219,429 ​ 121 Table of Contents The PRC government authorities regulate the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currencies out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our company in the Cayman Islands may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade- and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our WFOEs in China are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends out of China complies with certain procedures under PRC foreign exchange regulations, such as the requirement of outbound overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. There is no requirement on U.S. investors to complete registration or obtain approval from appropriate government authorities before they can receive dividend payments from our Cayman company. The PRC government may also in the future in its discretion restrict access to foreign currencies for current account transactions. If the PRC foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs. The following table sets forth a summary of our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ ​ ​ 2023 ​ 2024 ​ ​ ​ 2025 ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Net cash from operating activities 14,414,513 ​ 9,128,983 7,454,245 1,065,943 Net cash used in investing activities (5,160,337) ​ (3,565,550) (8,297,050) (1,186,464) Net cash used in financing activities (6,146,005) ​ (4,969,579) (1,935,572) (276,783) Effect of exchange rate changes 85,794 ​ 63,283 (52,962) (7,573) Cash, cash equivalents, and restricted cash at beginning of the year 23,103,401 ​ 26,297,366 26,954,503 3,854,443 Cash, cash equivalents, and restricted cash at end of the year 26,297,366 ​ 26,954,503 24,123,164 3,449,566 ​ For the years ended December 31, 2023, 2024 and 2025, Vipshop Holdings Limited did not provide any capital contribution to its subsidiaries. For the years ended December 31, 2023, 2024 and 2025, Vipshop Holdings Limited did not extend any intercompany loans to its subsidiaries, and our subsidiaries did not provide any repayment of intercompany loans to Vipshop Holdings Limited. For the years ended December 31, 2023, 2024 and 2025, our subsidiaries did not extend any intercompany loans to Vipshop Holdings Limited. For the years ended December 31, 2023, 2024 and 2025, our subsidiaries did not extend any intercompany loans to the consolidated variable interest entities, and the consolidated variable interest entities did not provide any repayment of intercompany loans to our subsidiaries. For the years ended December 31, 2023, 2024 and 2025, an aggregate amount of RMB1.26 billion, RMB1.88 billion and nil was provided by the consolidated variable interest entities to our subsidiaries in the form of intercompany loans, respectively, and an aggregate amount of RMB3.26 billion, RMB1.89 billion and nil was provided by our subsidiaries to the consolidated variable interest entities in the form of repayment of intercompany loans, respectively. For the years ended December 31, 2023, 2024 and 2025, our subsidiaries did not make any payment to the consolidated variable interest entities for transfer of property and equipment. For the years ended December 31, 2023, 2024 and 2025, no assets other than cash were transferred between our Cayman Islands holding company and a subsidiary, a VIE, or its subsidiary, and no subsidiary or VIE paid dividends or made other distributions to its holding company, except for the dividend of nil, RMB10 billion and RMB6.23 billion paid by Vipshop (China) Co., Ltd., our PRC subsidiary, to its holding company in Hong Kong, Vipshop International Holdings Limited, in 2023, 2024 and 2025. These dividends are subject to 5% withholding tax. For the years ended December 31, 2024 and 2025, Vipshop International Holdings Limited paid dividends of RMB1.68 billion and RMB1.77 billion (US$252.9 million) to the Cayman Islands holding company. 122 Table of Contents For additional information about the services provided, cash flows or transfer of other assets between our company, our subsidiaries and the consolidated variable interest entities during the three years ended December 31, 2023, 2024 and 2025, see “Item 3. Key Information—Financial Information Relating to the Consolidated Variable Interest Entities” and Note 2(b) to our consolidated financial statements included elsewhere in this annual report on Form 20-F. Operating Activities Net cash generated from operating activities amounted to RMB7.45 billion (US$1.07 billion) in 2025, which was primarily attributable to a net income of RMB7.41 billion (US$1.06 billion), adjusted for certain non-cash expenses consisting primarily of (i) share-based compensation expenses of RMB1.73 billion (US$247.5 million), (ii) depreciation of property and equipment of RMB1.53 billion (US$218.3 million), attributable to increases in warehouse and outlets, and (iii) amortization of land use rights of RMB278.6 million (US$39.8 million) due to the increase of land use rights, partially offset by (i) share of income of equity method investees of RMB293.9 million (US$42.0 million), (ii) investment gain and revaluation of investments of RMB109.0 million (US$15.6 million), and (iii) changes of inventory write-down of RMB104.2 million (US$14.9 million). The adjustment for changes in operating assets and liabilities primarily reflected (i) a decrease in accounts payable of RMB2.17 billion (US$310.2 million) due to decreased inventory purchases, (ii) an increase in other receivables and prepayments of RMB340.8 million (US$48.7 million) due to increases in VAT and EIT recoverables, prepayment to suppliers related to procurement activities of goods and services, and interest receivables, and (iii) a decrease in accrued expenses and other current liabilities of RMB216.3 million (US$30.9 million) due to a decrease in operating expenses. Net cash generated from operating activities amounted to RMB9.13 billion in 2024, which was primarily attributable to a net income of RMB7.84 billion, adjusted for certain non-cash expenses consisting primarily of (i) share-based compensation expenses of RMB1.54 billion, (ii) depreciation of property and equipment of RMB1.42 billion, attributable to increases in warehouse and outlets, (iii) amortization of land use rights of RMB270.1 million due to the increase of land use rights, partially offset by (i) share of income of equity method investees of RMB167.0 million and (ii) investment gain and revaluation of investments of RMB135.1 million. The adjustment for changes in operating assets and liabilities primarily reflected (i) a decrease in accounts payable of RMB2.17 billion due to decreased inventory purchases and (ii) a decrease in inventories of RMB944.7 million due to our efforts in improving our inventory management. Net cash generated from operating activities amounted to RMB14.41 billion in 2023, which was primarily attributable to a net income of RMB8.20 billion, adjusted for certain non-cash expenses consisting primarily of (i) share-based compensation expenses of RMB1.51 billion, (ii) depreciation of property and equipment of RMB1.30 billion, attributable to increases in warehouse and outlets, (iii) amortization of land use rights of RMB217.3 million due to the increase of land use rights, and (iv) impairment of long-lived assets of RMB156.2 million due to impairment of operating lease right-of-use assets of city outlets. The adjustment for changes in operating assets and liabilities primarily reflected (i) an increase in accounts payable of RMB2.57 billion due to increased inventory purchases, (ii) an increase in accrued expenses and other current liabilities of RMB666.3 million, primarily due to increase in our operating expenses, and (iii) a decrease in inventories of RMB601.4 million due to our efforts in improving our inventory management. Investing Activities Net cash used in investing activities amounted to RMB8.30 billion (US$1.19 billion) in 2025, primarily consisting of (i) RMB10.95 billion (US$1.57 billion) used for purchase of short-term investments, (ii) RMB2.48 billion (US$355.0 million) paid for investments in equity method investees and other investments, (iii) RMB2.07 billion (US$295.5 million) capital expenditure relating to our construction and expansion of Shan Shan Outlets, land use rights, office buildings, as well as purchases of office and other operating equipment and IT software, and (iv) cash paid for loan originations of RMB106.9 million (US$15.3 million), partially offset by (i) redemption of short-term investments upon maturities of RMB7.03 billion (US$1.01 billion), (ii) government subsidies received for land use rights of RMB278.5 million (US$39.8 million), and (iii) cash received from loan repayments of RMB103.2 million (US$14.8 million). 123 Table of Contents Net cash used in investing activities amounted to RMB3.57 billion in 2024, primarily consisting of (i) RMB3.56 billion capital expenditure relating to our construction and expansion of Shan Shan Outlets, land use rights, office buildings, as well as purchases of office and other operating equipment and IT software, (ii) RMB4.48 billion used for purchases of short-term investments, partially offset by RMB4.61 billion from redemption of short-term investments upon maturities, (iii) RMB412.9 million from government subsidies received for land use rights, (iv) RMB374.9 million paid for investments in equity method investees and other investments, primarily consisting of investment in private equity funds and other equity method investees, and (v) RMB250.5 million of a deposit paid for an equity method investee. Net cash used in investing activities amounted to RMB5.16 billion in 2023, primarily consisting of (i) RMB5.23 billion capital expenditure relating to our construction and expansion of Shan Shan Outlets, land use rights, office buildings, as well as purchases of office and other operating equipment and IT software, (ii) RMB3.96 billion used for purchases of short-term investments, partially offset by RMB3.57 billion from redemption of short-term investments upon maturities, (iii) RMB347.1 million from government subsidies received for land use rights, (iv) RMB282.5 million paid for investments in equity method investees and other investments, primarily consisting of investment in private equity funds and other equity method investees, (v) RMB199.0 million of proceeds from disposal of property and equipment and land use rights, and (vi) RMB156.4 million from other investing activities. Financing Activities Net cash used in financing activities amounted to RMB1.94 billion (US$276.8 million) in 2025, primarily consisting of (i) RMB9.68 billion (US$1.38 billion) of repayment to bank and other borrowings, (ii) RMB4.94 billion (US$706.5 million) of repurchase of ordinary shares, and (iii) RMB1.80 billion (US$256.7 million) of dividend distribution to shareholders, partially offset by RMB13.15 billion (US$1.88 billion) of proceeds from bank and other borrowings and RMB1.39 billion (US$198.2 million) of net proceed derived from the listing of a closed-end infrastructure securities investment fund in relation to certain outlet on the Shanghai Stock Exchange (fund code: 508082.SH). Net cash used in financing activities amounted to RMB4.97 billion in 2024, primarily consisting of (i) RMB3.87 billion of repurchase of ordinary shares, (ii) RMB5.44 billion of repayment to bank and other borrowings, (iii) RMB1.68 billion of dividend distribution to shareholders, (iv) RMB512.2 million for acquisition of non-controlling interests, and partially offset by RMB6.40 billion of proceeds from bank borrowings and other borrowings and RMB160.5 million of capital contributions from non-controlling interests shareholders. Net cash used in financing activities amounted to RMB6.15 billion in 2023, primarily consisting of RMB5.11 billion of repurchase of ordinary shares and RMB3.36 billion of repayment to bank and other borrowings, partially offset by RMB2.09 billion of proceeds from bank borrowings and other borrowings and RMB285.5 million of capital contributions from non-controlling interests shareholders. Capital Expenditures Our capital expenditures paid to acquire property and equipment and land use rights amounted to RMB5.23 billion, RMB3.56 billion and RMB2.07 billion (US$295.5 million) in the years ended December 31, 2023, 2024 and 2025, respectively. Out of the foregoing capital expenditures, we paid RMB3.06 billion, RMB839.3 million and RMB80.8 million (US$11.6 million) in the years ended December 31, 2023, 2024 and 2025, respectively, to acquire the land use rights of certain land located in China. Our capital expenditures were primarily for the expansion of Shan Shan Outlets, acquisition of land use rights, construction of office building and warehouses, and other infrastructure from 2020 through 2025, and we expect such composition to last in 2026. 124 Table of Contents Holding Company Structure Vipshop Holdings Limited is a holding company with no material operations of its own. We conduct our operations primarily through our wholly-owned subsidiaries and the consolidated variable interest entities in China. As a result, our ability to pay dividends depends upon dividends paid by our wholly-owned subsidiaries. If our wholly-owned subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly-owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our wholly-owned PRC subsidiaries and the consolidated variable interest entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. We set aside amounts of RMB150.1 million, RMB193.5 million and RMB279.1 million (US$39.9 million) from current year’s net income to the general reserve during the years ended December 31, 2023, 2024 and 2025, respectively. Material Cash Requirements Other than the ordinary cash requirements for our operations, our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our operating lease obligations, capital expenditure commitments, purchase of services, debt obligations, and cash requirements for potential investments. Our operating lease obligations primarily consist of the commitments under the lease agreements that expire at various dates from January 2026 through July 2038 for our office spaces, outlets, offline stores, employee department, and certain equipment. Our debt obligations primarily consist of the principal amount and cash interests in connection with banks and other loans from a third party. Our capital expenditure commitments primarily consist of contracted future purchases of property, plants, and equipment. As of December 31, 2025, we had investment commitment of other several limited partnership funds of RMB941.2 million (US$134.6 million). The amount of our investment in and contribution to the private equity funds may be subject to adjustments in the event of commitment reduction or capital calls by the general partnership of these private equity funds. We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. As of December 31, 2025, we had not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any unconsolidated third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging, or research and development services with us. The following table sets forth our minimum contractual obligations as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by December 31 ​ ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ After Operating lease obligations 771,707 74,403 61,977 80,936 554,391 Short-term debt obligations 6,004,120 6,004,120 — — — Capital expenditures commitment 258,378 217,603 33,439 5,051 2,285 ​ Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. While the above indicates our material cash requirements as of December 31, 2025, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, cancelled or terminated. 125 Table of Contents C.Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property” for a description of our technologies and protection of our intellectual property. D.Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. E.Critical Accounting Estimates An accounting estimate is considered critical if it requires assumptions to be made based on assumptions about matters that are highly uncertain at the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following accounting estimates involve a higher degree of judgment and complexity in their application of assumptions. We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Revenue recognition We accounted for revenue in accordance with Topic 606, “Revenue from Contracts with Customers.” Product revenue recognition We derive a majority of our revenue from online product revenue. We recognize revenue from the sale of apparel, fashion goods, cosmetics, home goods and lifestyle products, and other merchandise through our online channels, including our internet website and cellular phone application. We recognize revenue at the point of time when the goods have been accepted by the customers. The customers have the options to pay for the goods in advance or over an agreed-upon installment period. The delivery day estimate was determined based on the average delivery days for sales made during the last month of the reporting period, derived from customer locations and delivery reports. A one-day change in the estimated goods in-transit period would result in an increase or decrease of approximately RMB436.2 million, RMB560.1 million and RMB456.0 million (US$65.2 million) to our total net revenues in the years ended December 31, 2023, 2024 and 2025, respectively. Return rights We offer our online sales customers with a right of return for a seven-day period upon receipt of the products on sales from our online channels. We reduce product revenues by an estimate of expected customer merchandise returns, which is calculated based on historical return patterns and recorded as a refund liability included in accrued expenses and other current liabilities. The estimated refund liability contributed 0.4%, 0.5% and 0.4% of the net revenues for the years ended December 31, 2023, 2024 and 2025, respectively. Inventory write-down Inventories, consisting of products available for sales, are valued at the lower of cost or net realizable value with cost determined using the weighted average cost method. Net realizable value is based on estimated selling prices in the ordinary course of business, less reasonably predictable transportation cost. Adjustments are recorded when estimated net realizable value is less than cost. Write-downs are recorded in cost of revenues in the consolidated statements of income and comprehensive income. 126 Table of Contents Inventory write-down is estimated based on significant management estimates and assumptions used to determine the write-down percentages that are applied to different aging groups and the assessed condition of the merchandise within each category. In determining the write-down percentages on inventories, we take into considerations of factors, such as the inventories’ aging, historical trends, forecasted demands, expected selling prices, and future promotional events. Income tax We are subject to income taxes in PRC and other jurisdictions. We exercise significant judgment and record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We recognize the deferred income tax effects of a change in tax rates in the period of the enactment. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. The recognition of deferred tax assets is based on the assessment of whether it is probable that sufficient taxable profit will be available in the future to utilize the deductible temporary differences and the enacted tax rate will be in effect in the period in which the temporary differences are expected to reverse. This assessment requires estimates of the future financial performance of a particular legal entity or a tax group that has recognized the deferred tax asset. The estimates of the future financial performance and the applicability of preferential tax rates attributed to the uncertainty of the estimate. We recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances, and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2024 and 2025, we did not have any significant unrecognized uncertain tax positions. Recent Accounting Pronouncements For a summary of recently issued accounting pronouncements, see Note 2(ai) to the consolidated financial statements of Vipshop Holdings Limited pursuant to Item 18 of Part III of this annual report. ​ 127 Table of Contents