| Item 1. | |
| (a) | Name of issuer:
Vipshop Holdings Limited |
| (b) | Address of issuer's principal executive offices:
Vipshop Headquarters, 128 Dingxin Road Haizhu District, Guangzhou 510220 People's Republic of China |
| Item 2. | |
| (a) | Name of person filing:
Elegant Motion Holdings Limited
Eric Ya Shen
Xiaochun Zhang
(collectively, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
For Elegant Motion Holdings Limited:
Trident Chambers, Wickhams Cay, PO Box 146
Road Town, Tortola, British Virgin Islands
For Eric Ya Shen and Xiaochun Zhang:
Vipshop Headquarters, 128 Dingxin Road
Haizhu District, Guangzhou 510220
People's Republic of China
|
| (c) | Citizenship:
Elegant Motion Holdings Limited - British Virgin Islands
Eric Ya Shen and Xiaochun Zhang - People's Republic of China |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share |
| (e) | CUSIP No.:
G93629106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Elegant Motion Holdings Limited - 15,941,084
Eric Ya Shen - 18,410,937
Xiaochun Zhang - 15,941,084 |
| (b) | Percent of class:
See Row (11) of each cover page. Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by the Reporting Persons. The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 98,625,072 issued and outstanding ordinary shares (consisting of 83,064,714 Class A ordinary shares and 15,560,358 Class B ordinary shares) of the Issuer as of June 30, 2025 as a single class. In computing the percentage ownership of the Reporting Persons, the Reporting Persons have included, where applicable, shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security, after June 30, 2025.
As of June 30, 2025, 15,560,358 Class B ordinary shares of the Issuer and 380,726 Class A ordinary shares in the form of ADSs of the Issuer were held by Elegant Motion Holdings Limited, a British Virgin Islands company. Elegant Motion Holdings Limited is ultimately wholly owned by the SYZXC Trust. Under the terms of the SYZXC Trust, Eric Ya Shen and his wife Xiaochun Zhang have the power to direct the trustee with respect to the retention or disposal of the ordinary shares of the Issuer held by Elegant Motion Holdings Limited and the exercise of any voting and other rights attached thereto. Other than the trustee, no other person has the power to direct the receipt of dividends from, or proceeds from the sale of the ordinary shares of the Issuer held by Elegant Motion Holdings Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Eric Ya Shen and Xiaochun Zhang may be deemed to beneficially own all the ordinary shares of the Issuer held by Elegant Motion Holdings Limited. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Row (5) of each cover page.
|
| | (ii) Shared power to vote or to direct the vote:
See Row (6) of each cover page.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each cover page.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each cover page.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)