0001104659-14-004760.txt : 20140129 0001104659-14-004760.hdr.sgml : 20140129 20140129104230 ACCESSION NUMBER: 0001104659-14-004760 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140129 DATE AS OF CHANGE: 20140129 GROUP MEMBERS: BIN WU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vipshop Holdings Ltd CENTRAL INDEX KEY: 0001529192 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86788 FILM NUMBER: 14555591 BUSINESS ADDRESS: STREET 1: No. 20 Huahai Street STREET 2: Liwan district, CITY: Guangzhou STATE: F4 ZIP: 510370 BUSINESS PHONE: 86 (20) 2233-0000 MAIL ADDRESS: STREET 1: No. 20 Huahai Street STREET 2: Liwan district, CITY: Guangzhou STATE: F4 ZIP: 510370 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rapid Prince Development Ltd CENTRAL INDEX KEY: 0001567628 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NO.20 HUAHAI STREET, LIWAN DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 510370 BUSINESS PHONE: 86-20-2233-0000 MAIL ADDRESS: STREET 1: NO.20 HUAHAI STREET, LIWAN DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 510370 SC 13G/A 1 a14-4498_1sc13ga.htm SC 13G/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

VIPSHOP HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G93629106

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G93629106

	1.	Names of Reporting Persons. Rapid Prince Development Limited

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,968,187

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 3,968,187

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,968,187

	10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row 9 3.51%

	12.	Type of Reporting Person CO

	1.	Names of Reporting Persons. Bin Wu

	2.	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization The People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 3,968,187*

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 3,968,187*

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,968,187

	10.	Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row 9 3.51%

	12.	Type of Reporting Person IN

* consists of 3,968,187 ordinary shares held by Rapid Prince Development Limited, a British Virgin Islands company ultimately owned by the HGS Trust (formerly known as the “Wu Family Trust”) (see Item 4).

Item 1(a).		Name of Issuer: Vipshop Holdings Limited, a Cayman Islands company (the “Company”)
Item 1(b).		Address of Issuer’s Principal Executive Offices: No. 20 Huahai Street, Liwan District Guangzhou 510370 The People’s Republic of China

Item 2(a).		Name of Person Filing: Rapid Prince Development Limited Bin Wu
Item 2(b).		Address of Principal Business Office or, if none, Residence: For Rapid Prince Development Limited: Palm Grove House, P.O. Box 438 Road Town, Tortola, British Virgin Islands For Bin Wu: No.20 Huahai Street, Liwan District Guangzhou, 510370 The People’s Republic of China
Item 2(c).		Citizenship: Rapid Prince Development Limited is a British Virgin Islands Company. Bin Wu is a citizen of the People’s Republic of China.
Item 2(d).		Title of Class of Securities. Ordinary Shares, par value $0.0001 per share.
Item 2(e).		CUSIP Number. 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:
	Not Applicable.

Item 4.	Ownership.
	The percentages used herein are calculated based upon 112,154,189 ordinary shares, par value $0.0001 per share, of the Company issued and outstanding as of December 31, 2013. Rapid Prince Development Limited, a British Virgin Islands company, is the record owner of 3,968,187 ordinary shares of the Company (the “Shares”). Rapid Prince Development Limited is ultimately wholly owned by the HGS Trust (formerly known as the “Wu Family Trust”). Under the terms of the HGS Trust, Mr. Wu has the power to direct the trustee with respect to the retention or disposal of the Shares and the exercise of any voting and other rights attached to the Shares. Other than the trustee, no other person has the power to direct the receipt of dividends from, or proceeds from the sale of the Shares. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Wu may be deemed to beneficially own all the Shares held by Rapid Prince Development Limited.

Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not Applicable.

Item 8.	Identification and Classification of Members of the Group.
	Not Applicable.

Item 9.	Notice of Dissolution of Group.
	Not Applicable.

Item 10.	Certification.
	Not Applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 27, 2014


Rapid Prince Development Limited	By:	/s/ Emma Dentec, Susie Taylor

		Name: Stepaway Limited
		Title: Director


Bin Wu		/s/Bin Wu

		Bin Wu

LIST OF EXHIBITS

Exhibit No.		Description

A		Joint Filing Agreement

EX-99.1 2 a14-4498_1ex99d1.htm EXHIBIT A

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0001 per share, of Vipshop Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of January 27, 2014.

Rapid Prince Development Limited	By:	/s/ Emma Dentec, Susie Taylor

		Name: Stepaway Limited
		Title: Director


Bin Wu		/s/Bin Wu

		Bin Wu